


Secrets Told and Kept

by Eliza49



Category: Agents of S.H.I.E.L.D. (TV), Marvel Cinematic Universe
Genre: Captain America: The Winter Soldier, F/F, F/M, Item 47 (Marvel), Minor Original Character(s), Post-Avengers (2012), Post-Avengers: Age of Ultron (Movie)
Language: English
Status: Completed
Published: 2019-08-28
Updated: 2020-03-10
Packaged: 2020-09-28 14:27:30
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 25,991
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20427461
Author URL: https://archiveofourown.org/users/Eliza49/pseuds/Eliza49
Summary: Melinda May was definitely not a person who swooned. Except that when Nick Fury told her that Phil Coulson had returned from the dead, that was exactly what she did.(This fic tells the story of Maria Hill's friendships with Phil Coulson and Melinda May over the years. It is her take on their relationship. It is also a little bit about what it is like to be a woman working her way up through the ranks of an organisation like S.H.I.E.L.D.I will add further character tags as they appear in later chapters.)





	1. The Chosen Few

**Author's Note:**

> This story will be in four parts. Each chapter has a 'frame' story (i.e. at the beginning and the end) that takes place later than the main sections of the fiction. Roughly speaking the frame covers various events from the start of Season One to the end of Season Two, whilst the main story covers various events from Hill's very first assignment with Coulson and May to the end of Season One.
> 
> I've done my best to make the jumps back and forward in time uncomplicated and easy to follow.
> 
> Thank you for reading. xxx

_Prologue_

Once years ago, after she took out three enemy agents with a bullet embedded in her shoulder and her arm fractured in two places, Melinda May fainted. She made it all the way back to the agreed rendezvous point and handed over the disks she had been tasked to steal, before the pain overwhelmed her and she collapsed.

Maria Hill, having read about this incident in Agent May’s file, was aware that it was a very rare occurrence. Even years after her transfer to a quiet desk job, Melinda May was still renowned for her fearlessness, ingenuity and indomitability when it came to combat. In the past she had come out victorious on occasions when she had been stabbed, shot, tortured or seemingly impossibly outnumbered. Hill also knew that when anyone did succeed in knocking May out, they tended to pay for it dearly when she came around again.

Melinda May was definitely not a person who swooned. Except that when Nick Fury told her that Phil Coulson had returned from the dead, that was exactly what she did.

*

Fury was always a ruthless operative. He had been recruited to S.H.I.E.L.D. from the CIA, recruited to the CIA from the army, and recruited to the army from an under-funded, public high school from which few students graduated successfully. From his humble beginnings he had risen to the very top of S.H.I.E.L.D., and everyone who worked with him understood that he was ruthless, brilliant, a master-tactician and manipulator, and extraordinarily calculating when it came to keeping (as well as revealing) secrets.

Maria Hill was very good with secrets too, and those she guarded most closely were the ones she kept for Nick Fury. There were people who believed that she was loyal to Fury only because he was the top man at S.H.I.E.L.D.. They assumed that her meteoric rise through the ranks was the result of opportunism – that she obeyed orders without question, and sought out influential people no matter who they were and what they stood for. But the truth was that Agent Hill chose her allegiances scrupulously and sparingly, and she had picked Fury years ago because she believed in his secrets: she trusted that the things he kept hidden would always be the things that needed hiding. In all their time together, she had only once truly balked at the subterfuge Fury demanded of her, and that was when it came to the secrets he kept about Phillip J. Coulson.

When Fury took Phil Coulson’s trading cards from his locker, soaked them in blood from the agent’s lethal chest wound, and showed them to the team of heroes he had assembled aboard the helicarrier, Hill felt revulsion. Hill wanted to take the cards to give to Melinda May as a keepsake, although she could not deny that Fury’s use of them was singularly effective. Fury’s team stopped bickering and dissenting, was no longer angry, posturing and distrustful: they were all united in avenging zeal, and they saved the planet from an alien invasion.

Nevertheless, to Hill it remained a coldblooded, exploitative move – a cruel drama constructed around Phil’s real love of all things Captain America. Melinda May, so detached and disciplined herself, always smiled a gentle, indulgent smile whenever Coulson began to ramble about his fanboy obsessions. His enthusiasm made her happy, and Melinda would have really wanted to keep those cards. Maria wanted to be the one to give them to her, but instead she told her that they had all been destroyed when the helicarrier was under attack. It was the first of many lies she ended up telling about Phil.

When Fury calmly informed May of her former partner’s resurrection through the miracle of extra-terrestrial genetics, showing her footage of Coulson as he drifted in and out of consciousness in a hospital bed, Melinda reached out a trembling hand to touch the image in front of her. Before her fingers could brush against the screen, she swayed, then crumpled in a quiet, compact way to the floor.

“Jesus!” exclaimed Hill, rushing to her side.

“Well,” drawled Fury drily without moving an inch. “I did not see that coming.”

“Tell. Me. Everything,” demanded May in a low, deadly tone when she came around.

They told her most of it.

*

_Back in the day…_

Maria Hill had known Phil Coulson and Melinda May, separately and together, for many years. May had trained her in combat as a visiting instructor at S.H.I.E.L.D. Academy, her formidable reputation for brilliance and lethalness entirely justified by the fighting techniques she demonstrated and taught. Hill, a student of the Communications Academy, did not receive the advanced combat classes which Operations students took, but she sought to learn all she could from Melinda May, who was at once dazzling, awe-inspiring and a little terrifying.

Shortly after graduation Maria found herself working closely with Agent May. She was unexpectedly recruited to a Special Operations Unit, in which she was one of two junior agents, alongside five much more experienced operatives. It was the first of many times she was to find herself in the agency’s fast track, and the first of many times she experienced the resentment of colleagues at her rapid advancement.

The second junior agent was Jasper Sitwell, who at nearly ten years her senior, was openly incredulous at her presence in Nick Fury’s elite team.

“How the hell did you make this assignment?” he demanded, “What are you, fourteen years old?”

“I’m twenty-three,” she replied sedately. “How old are you?”

John Garrett chuckled appreciatively. “He’s old enough to be pissed you’re at the same level he is, darlin’. I guess you must have really pleased somebody at the Academy to wind up here, huh?”

“She pleased _me_,” said Melinda May, coldly cutting across Garrett’s innuendo. “_I_ recommended her.”

Given the make-up of the team, they began by gravitating into three groups of two under Fury’s command. Garrett had worked with Max Dawson before, and Dawson invariably followed Garrett’s lead. He laughed at Garrett’s jokes, echoed his opinions and took whatever risks Garrett chose to take. Towards the end of their time as unit, when Dawson was killed accompanying Garrett on a recon operation that Fury had explicitly sanctioned against, Hill felt that there was a sad inevitability to this end. “Poor, dumb sonofabitch,” slurred Garrett drunkenly after the unauthorised mission, which was the closest he got to expressing remorse over what had happened to his friend.

May and Coulson meanwhile were inseparable from the outset. They had first met during their Academy days, and were always a unit inside the unit – inscrutably close, understatedly flirtatious and fiercely, implacably loyal to each other.

At first Hill and Sitwell tried to form a friendship, since the allegiances of the other four left them both out in the cold. But it was difficult to disguise the fact that they didn’t really like each other much, since Sitwell resented the recognition Fury gave her, and Hill could feel little respect for his naked ambition. After a while Sitwell sought to ingratiate himself with Garrett, who was the oldest and most experienced operative besides Fury himself. Garrett casually accepted Sitwell’s friendship when it was useful to him, but there was always a capriciousness about John Garrett, and he also mocked Sitwell for being straight-laced and dull – a desk man masquerading as a spy.

Hill meanwhile gravitated towards May and Coulson, who allowed her into the orbit of their private world in a friendly, unthreatening way. Coulson was warm and chatty, and he managed to convey a low-key, older-brother affection for her without ever seeming to patronise her or doubt her abilities. May unobtrusively took on the role of mentor to Hill, discretely advising and praising her, listening to her opinions on tactics, and ensuring that she was given opportunities to prove herself in the field.

Their missions were varied, off-radar and often terrifying. Hill saved Coulson’s life twice and later Sitwell’s too. (Coulson gave her a hug and a signed photograph of Peggy Carter; Sitwell told her he could have handled the situation fine by himself).

Melinda May saved all of their lives so many times that they began to lose count. At times she was brilliantly, devastatingly reckless with her own safety in her bid to protect others. Hill witnessed an astonishing, acrobatic leap towards a gun aimed at Coulson, so that when the gunman fired, the bullet hit May’s Kevlar vest. She was left with nothing worse than a large, inky bruise, but afterwards Coulson was horrified at the gamble she had taken for his sake: he held her discarded vest in his hands, worrying at the embedded bullet with shaking fingers. “I had a vest on too, and you could have been hit _anywhere_.”

“_You_ would have been hit in the head,” May replied calmly. “I’m a specialist and you’re not: I’m tougher than you, and I can jump higher.”

“You can _jump higher_?”

“Everyone knows ‘white men can’t jump’,” said May flippantly.

“That… that argument makes no sense. And also, I’m plenty tough.”

“Next to me, you’re a fluffy, little kitten.”

“Next to you, _everyone_ is a fluffy kitten,” said Coulson wryly.

She grinned at him, then unexpectedly reached out and ruffled his hair. “You know, you’re _less_ fluffy than you used be!” she told him mischievously. Her fingers rubbed at his receding hairline.

“Hey!” he protested, “That was a low blow!”

Coulson tried to persuade May never to put herself at risk that way again, but she teased him and evaded him, and refused to make the promise he wanted.

*

They were often on the road between missions, and during down time Hill played cards with Coulson and May, or drank with them in the evenings. She learnt that she could not keep up with their taste in hard liquor, and that she was good at poker but that Melinda May was better. May was always quieter than Coulson, but she was prone to pulling mild, benign pranks on her friends, and both Coulson and Hill were on the receiving end of these from time to time. Her pranks on John Garrett were less benign, and usually carried out in retaliation for the ways he behaved towards others. Once, when Garrett got drunk after a mission and began taunting Hill about her private life (“Oh, hey… it’s the _Virgin_ Maria!”) May thoroughly stapled the pants and shirt he was wearing to the sofa he fell asleep on, then drew in indelible ink on his face.

Occasionally, after particularly harrowing operations, Coulson and May permitted Hill to be part of what was clearly a ritual for them: Coulson would read out loud and May would listen, often curled up next to him and sometimes with her head pillowed against him. Coulson favoured books on the history of places they visited during missions, or else twentieth-century classic novels. It was his ambition to read James Joyce’s _Ulysses_, he told Hill, but he wanted to save it until he was actually in Dublin.

“Don’t think May would go for me reading it out loud, though.”

Hill told Coulson that she had given up reading _Ulysses_ after she accidentally dropped her copy on the floor, and spent fifteen minutes on “Oxen of the Sun” before realising that she had opened the book in the wrong place and was reading pages she had already read.

Coulson laughed. “May’d definitely kick my ass if I did _that_ out loud,” he reflected cheerfully.

Once, Hill sat with them whilst Coulson read the opening of _For Whom the Bell Tolls_. It was, she realised, another version of Phil sharing his enthusiasm for Captain America trading cards, or for his red corvette: he enjoyed telling May about the things he liked, and she enjoyed listening to him and indulging him. May liked to read, but their missions took a toll on her physically, and in the evenings she was sometimes too tired to concentrated. This way Coulson did the concentrating for her whilst she rested and listened (and sometimes fell asleep to the sound of his voice). On the fourth occasion Hill was permitted to join them, Coulson set about lifting their spirits after a violent mission in Italy, by reading to them from John Berendt’s newly published anecdotal history of Venice, _The City of Falling Angels_.

“You know, we should go to Venice sometime,” he said, as May eased her bruised and battered body into a comfortable position on the sofa beside him. Hill sat in an armchair nearby, her fractured right foot propped on a stool in front of her. The safe house in Lombardy contained only the three of them and a medic. Sitwell’s faulty intel about the strength and vicinity of a terrorist cell had left them exposed during a mission, and Fury had instructed them to stay behind and recuperate whilst he and the others attended a debriefing in Rome.

Hill listened as Coulson read, wandering if she was included in the plan he began weaving between paragraphs, to return to Italy to visit the Venetian palaces featured in Berendt’s book.

“Can you visit the palaces?” May wondered sleepily after a while. “It sounds like they’re all owned by rich people who don’t let tourists in the door. We’d have to do it as part of an undercover mission.”

“Nah, _I_ can get us in,” asserted Coulson, with the air of someone who owned tickets for a rocket trip to the moon.

“You can?” queried May.

“Uh huh. I can be very persuasive.”

“Well, that’s true,” conceded May with a smile and a cat-like, luxurious stretch. Hill was surreptitiously watching them in between staring at the flame of a spicy, scented candle Coulson had somehow procured, which smelled similar to May’s favourite blend of fruit tea. May’s eyes began fluttering shut, her head now resting on Coulson’s thigh, whilst Coulson absent-mindedly played with a lock of her hair which had fallen across his lap. Hill thought she ought to leave them alone, but with her foot in a cast she couldn’t easily get up without breaking the tranquillity which had descended on the darkening room.

She remained quietly where she was until after May had fallen asleep, then manoeuvred herself carefully out of her chair. Coulson gave her a heavy-lidded smile, and whispered “You okay?” as she hobbled across the room on crutches. She nodded, smiling back, and he spread his jacket across May’s shoulders, before settling down to sleep in a slumped, sitting position on the couch. He laced his fingers gently into Melinda’s hair.

After that evening Maria read her own book by herself at the Lombardy safe house. She wasn’t fooled by Phil’s generosity in including her: his fantasy Venice was meant for him and Melinda alone.

Despite this conviction, Hill remained reasonably confident that Coulson and May were never lovers. There was a hint of shyness in their intimate moments, and a teasing frisson in their flirtations, which suggested that they never allowed themselves to take that step. Hill understood this – when every day brought the possible threat of violent death, the peace and trust they found in each other must seem too precious to reshape into something else. Perhaps the dangers also seemed too great for either of them to risk becoming more wrapped up in each other than they already were: S.H.I.E.L.D. agents did what they could to minimise their losses.

Maria’s friendship with Melinda and Phil helped sustain her through the challenges of that early, difficult assignment. Within their unit there was very little comfort to be found elsewhere: she was young, the nature of the work was still new and frightening to her, and the competitive machismo which prevailed in the field wore her down. She understood enough about men like Garrett and Dawson to know that the continuous trickle of taunts that came her way was not really about her. Garrett was equally likely to insinuate that she was too frigid to play the femme fatale (as Melinda May, or the rogue, Russian agent, Natasha Romanoff, could when undercover), as he was to imply that she was sleeping her way to the top of S.H.I.E.L.D.’s command. There was no consistency or basis to the insults and innuendos – they were simply weapons in a battle to humiliate all opponents, and Garrett saw everyone as an opponent of one form or another. Sitwell never joined in the taunting, but he always laughed, which to Hill came to more-or-less the same thing.

Fury did nothing to protect her – he had no time for agents who needed shielding themselves. Later, she understood that putting her together with May and Coulson had been his way of looking out for her, although later still, she began to think that this kind of willing blind eye was also what allowed HYDRA to thrive unnoticed amongst them for so long.

At the time, what was most clear to her was that Fury noticed her and valued her. He began to pick her for more and more missions: “I’m goin’ with Agent Hill,” he told Sitwell, when Jasper demanded to be the one accompanying May on a mission to bug the lab of a physicist whose loyalties were suspect. Fury’s tone brooked no argument, and Hill was on her way to becoming one of his special, chosen few. This meant that Hill began to choose Fury in turn, and when he later asked her to work undercover missions with him as her immediate supervisor, she accepted. She had yet to see Fury’s readiness to tolerate men like Garrett as a real failing, and she trusted Fury to do the right thing, to take care of his agents, and to keep only the secrets which needed keeping.

Later she learned that trust, in a profession fuelled by distrust, could be a painful business; and undoubtedly there were times when trusting in Nick Fury hurt a lot…

*

As their operation drew to a close, tensions within the team grew high. The danger was unrelenting and tortuous, and their close proximity to one another also began to take its toll.

Then Dawson misplaced some vital intel about a privately-funded genetics lab and Sitwell lodged a negligence complaint against him. Garrett got drunk one evening and punched them both, in a series of arguments none of them ever explained. After dismissing Sitwell’s complaint, Fury temporarily benched Dawson from field operations and suggested that he take some time off. (Dawson asked to be allowed to stay, and Fury – an old-school spy who believed in getting back in the saddle – agreed.) Meanwhile Sitwell sulked, and took to joining Coulson, May and Hill in their evening card games. Hill, who was polite but never warm towards him, privately enjoyed the dissolution of the Garrett boys’ club, and the obvious way that Sitwell tried to ingratiate himself with Coulson by laughing conspicuously at his jokes. Phil remained genially accepting of this behaviour, although he did tell Maria and Melinda that he wasn’t sure if Jasper really understood his humour. (“He definitely doesn’t,” Melinda teased him. “There’s no way he’d laugh that much if he did.”)

Years later, when S.H.I.E.L.D. fell, Hill revisited these incidents to wonder what had really happened: the intel, she realised, must have been lost on purpose, although the precise permutations of the hostility between the three men were harder to decode. After his seeming failure with the intel, Dawson began to withdraw from the team, and efforts by Coulson and May to include him met with little success. Again, the benefit of hindsight brought the belated realisation that there was more to Dawson’s behaviour than a simple loss of confidence after an abortive mission: Dawson’s previous loyalty to Garrett was surely a sign that he too was a HYDRA double agent, and whilst he had succeeded in his secret assignment to keep valuable intel from S.H.I.E.L.D., something had divided him from his fellow HYDRA operatives in the process.

At the same time arguments began to break out between Coulson and Garrett. Both men had been mentored by Fury in the past, and up until recently they had always managed to maintain a precarious friendship with each other. Now, however, Garrett seemed intent on provoking Coulson, as if seeking to divide the team further by angering the natural peace-maker among them. Garrett and Dawson had never dared taunt May in the way that they taunted Hill: they knew that May would not hesitate to break bones in retaliation – and that Fury was just rogue enough to find the prospect of Melinda injuring them funny rather than reprehensible. Increasingly, however, Garrett now used May as a means of aggravating Coulson, casually throwing out lewd comments about her after training sessions (where she invariably, efficiently surpassed them all). Once he even jeopardised their exit strategy on a mission, because May was fighting an attractive, young, enemy agent, and Garrett stopped to ogle and wolf whistle.

“Hey,” said Garrett expansively, in the face of Coulson’s accusations when they returned, “What can I say? It was two, totally hot chicks laying into each other. Sue me – I like to watch.”

“You took your eye off the game. We were ambushed by their back-up because you weren’t paying attention.”

“Oh, is _that_ why you ended up flat on your ass? Relax, Coulson: May took most of them out anyways. She _likes it_ rough…” Garrett laughed, then held up his hands in mock surrender, resorting to his customary just-a-plain-talking-guy manner which Maria despised. “Hey, come on, I’m kidding. Don’t get your panties in a bunch...”

“You can be a real asshole, you know that?” replied Coulson heatedly.

“Aw, that hurts, Phil. I’m on your side: I think it’s _cute_ that you have a school-boy crush on your hot, outa-your-league best-friend.” With this as a parting shot, Garrett thumped Coulson hard on the shoulder then left him and Hill alone together in awkward silence.

“You… you shouldn’t listen to Garrett,” Hill offered hesitantly after a while, when Coulson kicked his backpack across the floor in frustration. “I never do. Also, I… I don’t think it’s true, what he said.”

Coulson sat down, took several deep breaths and purposefully calmed himself. “Oh yeah?” He shot her a humorous, self-deprecating look. “That I’m cute, or that May’s out of my league? Or are you gonna console me on my minor-league appeal to the opposite sex by telling me I have ‘a really great personality’?”

She shook her head. “That’s not what I meant.”

“Wait, I _don’t_ have a great personality?”

Hill laughed. “Melinda is… really beautiful…” she caught Coulson’s shrewd, surreptitious glance, “but I’d say you’re a good-looking guy. You know, objectively speaking. Also, your personality’s not bad either.”

He grinned. “Well, thanks. I appreciate that.”

“I… I think she’d say yes, if you asked her…” she ventured daringly.

Coulson ducked his face into a towel, wiping away the sweat, grime and blood of their mission. When he looked up again he shook his head wryly. “I’m not asking. And I’m pretty sure she’d tell me she _really likes_ my _not-bad personality_.” He got up, retrieved his backpack and left.

Hill knew that for Coulson this was an unusually personal exchange, and that it was as close as he was likely to get to admitting to a fear of rejection. She was beginning to realise that his apparent openness was often highly deceptive: the jokes and puns, the nerdish fandoms, the company-man courtesy, even the kind friend, were all facets of his personality, but they were also masks behind which strong emotions could be expertly hidden. Only Coulson’s commanding moments (as well as proficient violence) in the field hinted at the depths of passion (and ruthlessness) he might be capable of. Meanwhile in everyday life, he was always a seeming open book, an almost-blank canvas, and no matter what secrets he was keeping as part of the mission, he invariably appeared as if he had nothing to hide. It was a very useful talent for a S.H.I.E.L.D. agent, and the more they worked together, the more Hill tried to test its limits, and to uncover what lay beneath Coulson’s friendly, unassuming surface. Sometimes she succeeded and sometimes she failed: she and Coulson were both excellent spies.

Neither of them was quite good enough, however, to uncover the poison at the heart of organisation where they both achieved so much; and neither of them fully understood until much later exactly what was taking place in Fury’s elite operations unit.

*

As Fury’s team grew more and more at odds, missions became sloppy. Only Melinda May was seemingly untouched, whilst the others shouted, sulked, and fell apart around her. May remained calm, aloof and deadly, like a cat ready to pounce.

Then one day Dawson inexplicably followed Garrett on an unauthorised, recon mission and was apparently shot and killed. They never recovered his body.

Fury didn’t see it coming, and it marked the beginning of the end for their unit. Garrett was suspended from duty, and Fury threatened to discharge him from S.H.I.E.L.D.. However, it became clear that John Garrett had friends in high places, and his suspension was short-lived. Eighteen months after Dawson’s death, he was even promoted to level 7. Later Hill realised that it must have been Garrett’s secret HYDRA allies within S.H.I.E.L.D. who protected him, and rewarded his loyalty to their cause.

Fury’s team worked their last few missions as a unit of four (five, counting Fury himself), and on their final night together Coulson cooked Hill, May and Sitwell a steak dinner. Fury was elsewhere – he only occasionally joined them during down-time, and never told them where he went when he was absent.

“Here’s to lots more missions together, hopefully,” said Coulson amicably.

“I’ll drink to that,” said Sitwell, with more heartiness than Hill felt was necessary.

Coulson and May already knew that they were partnered again for their next assignment, and Sitwell had been ordered to report to The Hub. Hill’s next mission was a special, undercover operation for Fury, which meant that she couldn’t tell any of them what she was about to do or where she was about to go.

“You’ll get given something soon, Hill,” said Sitwell, in a reassuring tone that could not fail to sound smug and patronising.

A fleeting, almost-invisible smile flitted across May’s face. “I’m sure she will,” she said calmly.

Hill gave them all a friendly shrug, knowing as she did so that her poker face had not been quite good enough to fool Agent May. She was now one of Nick Fury’s special, chosen few, and Melinda May knew it.

*

_The here and now…_

S.H.I.E.L.D. fell.

HYDRA was unmasked within their midst, and suddenly S.H.I.E.L.D. was at war with itself. Bases were attacked; partners, colleagues and friends turned on one another and helicarriers dropped out of the sky, bringing tidal waves to the Potomac below.

It was Nick Fury himself who brought about the cataclysm, knowing that his agency was compromised, and he chose Steve Rogers, Natasha Romanoff and Maria Hill as his allies and co-conspirators. In the aftermath they were left to count the traitors and the dead, and to wonder how they had not known earlier of the evil contaminating the depths of their own organisation.

When they heard that John Garrett and Grant Ward had murdered Victoria Hand, Fury suddenly asked Hill, “You think Garrett executed Max Dawson back in the day?”

“Yes,” Hill replied, without hesitation.

“Me too,” said Fury heavily. “I think Dawson gave that intel to HYDRA instead of us, then figured out people would be murdered because of it. He finally understood what being HYDRA actually meant, got cold feet and Garrett was ordered to take him out.”

“I think Sitwell wanted to be the one to make the hit, and Garrett told him that Dawson was his route up the HYDRA ladder.”

This gave Fury pause. “Sitwell always was an over-ambitious, little prick,” he remarked eloquently. Then he muttered, “_Son-of-a-bitch_… All the signs we missed…”

Hill said nothing. Almost everyone thought that Nick Fury was dead, and he had come very close. When Hill had extracted him from HYDRA’s clutches, injecting his near-dead body with Tetrodotoxin and smuggling his fake-dead body out of the hospital, she had been terrified that her own actions would in fact be what killed him in the end. Since then, her relief at his recovery had prevented her from laying blame and recriminations at his door, despite her acute awareness that she and Natasha Romanoff were currently facing the brunt of Congress’s public condemnation of S.H.I.E.L.D. by themselves. (There were, she reflected, some advantages in being presumed dead just now, although she had so far resisted pointing this out to either Fury or Coulson.)

Of course, what hurt more than anything said on Capitol Hill were Coulson’s bitter accusations at Providence base: ‘…you were worried about me, when you should have been worried about _anyone else_.” In the midst of all the betrayals they were now facing, Coulson was angry that she had kept secrets from him, and that May had filed reports on him to Fury. Melinda had spied on him for the same reason that she jumped in front of bullets for him, but Phil had yet to forgive any of them for their deception. Hill felt for May, but she also understood Coulson’s resentment, his horror over what had been done to him, and his fearful distrust of his own faculties and memories. Beyond this, she felt strongly her own culpability in not foreseeing the HYDRA uprising earlier, and she knew that there were senior agents, such as Robert Gonzales and Ann Weaver, who were still missing with their entire teams.

Meanwhile Coulson was in hiding with two, brilliant, starry-eyed scientists who could scarcely hold a gun, and a young, self-taught computer hacker, in whose rudimentary training Hill had no faith whatsoever. At least Agent Triplett was also with them, full of avenging zeal at the treachery of his former SO, although she doubted that ‘Trip’ would be enough to help Phil bring down John Garrett and Grant Ward. May, who was as loyal as ever despite Coulson’s treatment of her, was by herself, searching for proof that HYDRA was not behind the project to resurrect Phil – Maria sincerely hoped that she herself had done enough to ensure that this mission would not take Melinda long.

*

Fury burnt his possessions and his former identity, and Hill drove him to a secret rendezvous with Steve Rogers and Natasha Romanoff. Afterwards they sat together in her car, surveying the cemetery that Natasha had fittingly chosen as a meeting point.

“You’re mad at me,” said Fury suddenly, breaking the silence between them.

“No. I’m not.”

“You should be. You never liked Garrett or Sitwell, did you?” he asked her shrewdly.

“No, I didn’t,” she agreed.

“I should have listened to you more. Don’t get me wrong – I listened plenty. I always knew you were smarter than the rest. But I should have paid attention to what you thought of those men.”

“Yes, you should,” she said simply.

“I guess I’m just a dumb-fuck, old man myself.”

“I wouldn’t go that far,” she told him wryly. Then she said, “We need to think about our people, Fury – Romanoff will look out for Rogers, and he has Sam Wilson too. But I’m worried that Coulson is mad at us and he’s mad at May too. He’s going to need May to face whatever is coming with T.A.H.I.T.I..”

“He’ll figure out soon enough that none of this is her fault, if he hasn’t already.”

“I hope so. Actually I’m planning on kicking his ass pretty hard if he doesn’t.”

Fury chuckled. “_You’re_ gonna kick his ass. I would hope that _Melinda May_, the _goddamn Cavalry_, would be the one to kick his ass.”

Hill shook her head. “She won’t,” she said adamantly. “Why do you think she agreed to the mission in the first place? We both know Melinda’s always had a weakness when it comes to Phil Coulson’s ass.”

Fury threw back his head and laughed out loud. “You got that right,” he agreed. He scrutinised her with his one good eye. “I appreciate your loyalty, Hill. I don’t want you to think I don’t. Tell me something I can do for you.”

“Something you can _do for me_?”

“Sure. I owe you big time, so name something that you want.”

Hill stared at him speculatively. “Ok, then. Tell me the truth about something.”

“What’s that?” asked Fury, instantly wary.

“How did you lose your eye?”

“_That’s_ what you’re asking for?”

Hill thought of Coulson’s accusation that nothing had changed, that they were still guarding S.H.I.E.L.D.’s secrets even after that secrecy had provided camouflage for HYDRA. “I just want a straightforward, honest answer about something, no matter how small – no subterfuge, no strategy, no tricks. There were always wild rumours about your eye: terrorist torture, alien encounters… lots of crazy theories. I want you to tell me the simple truth.”

“You want the truth?” he asked. She nodded and Fury leaned forward and stared at her intently. He spoke slowly, his voice low and level. “_A cat scratched it_.”

Maria let go of the breath she had been holding. She shook her head at him and smiled resignedly. “Ok, you don’t need to tell me,” she said good-humouredly.

“You know, Hill, you want a simple answer you need to learn to ask a simple question.”

“Yeah, I’d like to be able to tell that to Congress.”

“You can handle Congress. You were always better at politics then any of them.”

Hill shook her head again, at once touched and frustrated by Fury’s blind belief in her own resilience.

“So… what do we do now?” she asked.

“You carry on working for Pepper, keep an eye on Tony – and take some time for yourself. I’m gonna hunt for HYDRA, make sure we got them all. And I’m gonna listen out for Coulson and May: they’re still fighting the fight too, trying to take down Garrett and Ward, and they’re doin’ it old school, without the S.H.I.E.L.D. bases and the fancy tech. They might need some help – and I think I might just enjoy that…”

Nick Fury smiled to himself, whilst Hill gave him a fond, exasperated look. “_A cat_,” she muttered scathingly.

She started the car engine and drove them away from Fury’s cold, empty grave.

*


	2. The Cost of the Mission

**Summary for the Chapter:**

> ‘Of course it was Melinda May who took out (in little more than a minute) the CIA surveillance detail assigned to spy on Maria Hill. And of course it was Phil Coulson whom Melinda wanted to discuss when she confronted Hill in a dark, D. C. alleyway, with only unconscious spies for company.’
> 
> (This work tells the story of Maria Hill's friendships with Phil Coulson and Melinda May over the years. It’s her take on their relationship. It is also a little bit about what it is like to be a woman working her way up through the ranks of an organisation like S.H.I.E.L.D.
> 
> I am adding character tags as I go along, with each new chapter.)

**Notes for the Chapter:**

> Notes for this chapter:
> 
> Although there are some possible hints in seasons 2 & 3 that Melinda May and Andrew Garner were together when they were young (e.g. comments about their first apartment), we don’t actually know when they met and married. I’ve gone with a whirlwind romance later in life, as this makes sense of why they are trying for a baby at the time of Bahrain (when May is presumably in her forties). Also I think that the later romance explains why May is completely broken by Bahrain. I see her as cutting herself off from everyone, reverting back to being single (which is what she is most used to), and writing off her marriage as an aberration (in that her life was happy and briefly stable, in a way she later believes she doesn’t deserve). Also, if her marriage is quite short-lived, this makes Coulson the real love of her life, as he is in her life, and important to her, for so much longer than is Andrew.
> 
> Notes for the story as a whole:
> 
> This story is in four parts. Each chapter has a 'frame' story (i.e. at the beginning and the end) that takes place later than the main sections of the fiction. Roughly speaking the frame covers various events from the start of Season One to the end of Season Two, whilst the main story covers various events from Hill's very first assignment with Coulson and May to the end of Season One.
> 
> I've done my best to make the jumps back and forward in time uncomplicated and easy to follow.
> 
> Thank you for reading. xxx

_The here and now…_

“We need to talk, Agent Hill.”

Of course it was Melinda May who took out (in little more than a minute) the CIA surveillance detail assigned to spy on Maria Hill. And of course it was Phil Coulson whom Melinda wanted to discuss when she confronted Hill in a dark, D. C. alleyway, with only unconscious spies for company.

“Coulson needs help. And he won’t take it from me anymore.”

Maria heard the bitterness in Melinda’s voice, and felt a familiar stab of guilt, which she refused to show. She gave May just enough information for her to uncover the truth, without telling it to her directly.

Hill knew that this was what Nick Fury wanted her to do: Phil needed to be shielded from knowledge of what had happened to him, but he was also not supposed to be kept in the dark forever. When Hill had read the proposition on how Coulson’s memories were to be rewritten, she had queried the contrast between what was being done to him, and what had been done to those participants of the T.A.H.I.T.I. project whose treatment had been deemed ‘successful’ in the past.

“But… wouldn’t it make more sense to implant a new identity in him?” she asked. “Maybe… a history professor in a small school, like his father? That’s what they did to the others - this guy, Hank Thompson: he thinks he’s always been a welder since he left high school.”

Maria did not want Phil to become someone else – she had already lost her friend once – but she had read the files, and seen Coulson’s final report: she knew the drastic measures necessary to overcome the horrifying psychosis to which T.A.H.I.T.I. participants had succumbed.

Fury looked at her piercingly. “I have_ no use _for a_ history professor, _Agent Hill.”

This, Hill realised, was crucial to Fury’s purpose in bringing Coulson back: he wanted his trained agent back, not a man with no memory of his former self. Because if the T.A.H.I.T.I. programme was meant to revive fallen heroes, then those heroes needed to know exactly who they were and what they were capable of. Even so, after they told Melinda May that Coulson was alive again (and watched her faint from the shock of it), Fury’s plan made little sense to Hill: why go to the trouble of changing a man’s memory, but then ensure that the person who shared more memories with him than anyone was always at his side? And why confide to her the very top-secret event that had been so painfully erased in the first place?

A theory began to form in Hill’s mind.“You know,” she commented to Fury, “May could wind up just telling him what she knows about T.A.H.I.T.I. ... They’ve always been pretty close.”

“I am aware. I am sure she can be trusted to act in her partner’s best interests.”

Hill decided to go for broke: “You _want_ her to tell him in the end, don’t you?” she hazarded.

Fury grinned appreciatively: he liked his secrets, but he also enjoyed the satisfaction of knowing that he had taught Hill how figure them out. “I want Agent May on that Bus when Coulson starts piecing things together.”

“You think he will?”

“Coulson’s one of the best agents I ever trained. If he doesn’t start asking the right questions at some point, I’m gonna be pretty pissed.” This, of course, was the explanation that _did_ make sense: Coulson, like Hill, was one of Fury’s favourite protégés, and Fury believed that they had both turned out smart enough to outsmart him when the stakes were high enough.

“So what happens when he does ask those questions?” enquired Hill uneasily.

“Then at least we’ll know the Cavalry has his back.”

Like Maria, Nick Fury had wanted to save his once-dead friend, but there was also a bigger picture when it came to T.A.H.I.T.I., and Fury was just ruthless enough to put Coulson through the agony required to achieve it. Phase one of Fury’s plan was to resurrect Phillip J. Coulson using horrific medical procedures and extra-terrestrial DNA; phase two was to recruit Melinda May to spy on him and keep the truth from him. Phase three was to allow Coulson to uncover gradually the detail of what had happened to him, so that May could help him through the consequences of finding out. Fury needed the T.A.H.I.T.I. project to work; Phil Coulson had told him that it couldn’t work; now Coulson would also be the one to prove that it could, and May would be the one to ensure that it did…

“We need to talk, Agent Hill,” said May from out of the shadows, and Hill heard the stern, teacher-to-pupil note in her voice. Although she had risen to become a Level-9 S.H.I.E.L.D. agent, and now worked for Pepper Potts at the top of Stark Industries, Maria did not begrudge the tone of authority with which Melinda May addressed her. In truth, she welcomed hearing it: Agent May had been the first person to mentor her at S.H.I.E.L.D., but in recent years their friendship had become increasingly strained. Ever since Hill had been promoted up the chain of command, and May had taken a lowly rank within S.H.I.E.L.D.’s administration, their roles had been reversed. May’s exile was self-imposed, and she rebuffed Hill’s hesitant offers of support with an aloofness that was somehow even more intimidating than her former strength. Hill did not know how to reach her, and felt that she was letting May down. It was possible that May herself felt she was letting Hill down, since she was no longer the role-model, deadly specialist she had been when they first met. It turned out that she was not unbreakable, and in the years following her reassignment she pushed away all attempts to draw her back into her former life with a resolute determination to isolate and punish herself.

Hill, meanwhile, efficiently executed her role at the heart of S.H.I.E.L.D.’s command, but she missed her mentor and friend…

* 

_Back in the day…_

In the time immediately after her posting with Fury’s Special Operations Unit, Hill worked several undercover missions, and she also acquired a small but trusted circle of friends at S.H.I.E.L.D.. Through Fury she came to know Victoria Hand, and through Coulson she befriended first Clint Barton and then Natasha Romanoff.

It was ironic that the Russian spy who had inspired so much of the taunting Maria had once received from John Garrett (“Hey Hill, did you ever see the delicious Agent Natasha? Kind of a shame you don’t have her skill-set – S.H.I.E.L.D. could really use _assets_ like _that_.”) would later become one of her closest allies and confidantes: when Hill finally met Romanoff, she did not see the temptress or the killer that the infamous ‘Black Widow’ was reputed to be. Instead she saw a brilliant operative, three years younger than herself, who had already endured a lifetime’s worth of combat, espionage and exploitation, and whose decision to go rogue was a means of escaping the worst of her former life.

At the most secret, elite agencies within the Russian intelligence community, the old, KGB methods were never really relinquished, and after the fall of the Soviet Union very little had changed for the seven-year-old Natasha (an orphan recruited to the Red Room eighteen months before). She was chosen because the KGB officer, whose job it was to scout for future agents amongst children belonging to no one, saw that she was the strongest, cleverest, prettiest child in her infant ballet class, and that she obeyed instructions with a precision far beyond her years. (S.H.I.E.L.D. already knew these things about Natasha Romanoff before she joined its ranks, because when Barton was assigned to hunt her down, he broke into the top-secret Moscow facility which still held typed recruitment records from the Soviet era, and walked away with her entire file.)

“We’ve certainly heard a lot about you!” said Fury to Romanoff, on the day that Clint Barton disobeyed his direct orders by calmly bringing her in through the front doors of the Triskellion. “You do know you were supposed to kill her, right?” Fury asked him. “Did you even _cuff_ her?”

But Fury could see better than anyone the potential of such a notorious operative, and he asked Hill to interrogate her and recommend a course of action. It was perhaps as much for the little, orphaned ballet dancer as it was for the brilliant young woman she later became, that Hill, after ten hours of questioning, proposed Agent May as Romanoff’s future S.O., who would train her and determine whether she could be rehabilitated as a S.H.I.E.L.D. agent.

“You want to keep her,” said Fury simply when she gave him her recommendation, since they both knew that in May, Romanoff would gain a formidable advocate and ally. (There were plenty of agents at S.H.I.E.L.D. who had scores to settle with this particular ‘Black Widow’, and after walking straight into the heart of an enemy stronghold, she would need more than Clint Barton as a friend and mentor.)

“You’ll like Agent May,” Hill told Natasha, on the last occasion she saw her before leaving to take up another undercover posting. “She fights like a tigress.”

“Why are you helping me?” asked Natasha. “No one trusts me… not even Clint.”

“That’s not true,” replied Hill. “And I think there are things we can teach you here: some of them are about trust.” (Ironically, it turned out that there was nowhere better than S.H.I.E.L.D. to learn serious, life-changing lessons about trust, although many of them were not the lessons that Maria hoped Natasha would come to know.)

Hill left Romanoff to be trained by Melinda May, and took up what was to be her last undercover assignment. Undercover missions were becoming harder as she got older: now, at the Triskellion she had, not only Fury, Coulson and May (when they were all between field assignments), but also Hand, Barton and the four members of Koenig family (who were unlikely, and surprisingly brilliant, spies). She was still careful and discriminate in her loyalties, but she was more accustomed than ever before to the safety of teammates and friendships. On her final undercover mission, she learned just how important these things could be.

*

Hill was not, as John Garrett had tauntingly observed, cut out to play the femme fatale. Romanoff was renowned for being as sultry as she was deadly, Melinda May could adopt an astonishing array of undercover personae for someone so deadpan in her everyday life, whilst stories of Peggy Carter routinely running rings around men (both enemies and colleagues), by brazenly playing on stereotypes associated with beauty, were now legendary within S.H.I.E.L.D..

Maria was too reserved, too little accustomed to flirtation, to feel at ease with either flagrant deception or seduction (although Agent Brett Morris did once reassure her, during their mercifully short partnership, that she ‘definitely had the equipment.’) But this type of play-acting was in any case best suited to brief ambushes, what Fury dubbed the ‘Peggy Method,’ of ‘fluttering her eyelashes, then beating people with a chair.’ Hill’s cases often demanded long-term, deep-cover investigations, and Maria quickly learnt that she was extremely good at sustaining slightly alternate versions of herself; she was also excellent, as she had proven at S.H.I.E.L.D., at making herself indispensable to those at the top of organisations – people who demanded dedication, efficiency and immediate results.

Her final undercover mission was her longest and she went in alone. Within a year, she had worked her way up the administrative ladder of a shipping company, becoming PA to the CEO. The company was suspected of smuggling experimental weapons (some derived from 084s) to terrorist organisations overseas, and it was understood that there was no official extraction plan for a mission like this one. She was to remain undercover and in post until she could no longer obtain information without suspicion, and to find her own way back when she herself judged that all intel avenues were exhausted.

She was trusted at the company and she found out a great deal of information; S.H.I.E.L.D. acted on it with care, so as not to blow her cover. But the morning after a major night-raid on a dock yard in Los Angeles, which had seen a large shipment of weapons captured by S.H.I.E.L.D., she considered whether today might be the day to walk away from her fake life and luxurious apartment, lay a false trail of flight, and then make her way to a S.H.I.E.L.D. safe-house. Espionage was the only explanation for the raid, and she knew that her boss would now be looking for a mole. On the other hand, she had had no evidence that she was yet under suspicion, and if she were to go to work as usual she might be able to discover who was most alarmed by the raid, and who else, besides the names she already had, was behind the weapons-export operation.

Hill had been at work for less than thirty minutes when she knew with certainty that she had made a mistake: there was no fallout detectable from the raid, no one was angry, no one was panicking, and no one accused her of anything. She was being kept in the dark, and that could only mean that her treachery was either suspected or known. Her boss was absent, allegedly playing an impromptu round of golf with his father-in-law. Hill knew that after the devastating blow the underworld side of his business empire had received just hours before, this could not possibly be true.

She waited until 12pm before getting up to head out for lunch, picking up as few possessions as possible so as not to draw attention to herself.

“Hey, mind if I join you?” asked Scott Walker when he caught her at the elevator. Walker was an operations manager, and he never normally asked her to lunch with him.

“Sure. You like vegan food?” she asked, testing his determination to accompany her.

“Try anything once!” he replied enthusiastically. (Hill suspected that somewhere at the other end of Walker’s comms, somebody was cursing his implausible response). When they reached the floor for Human Resources, four more (large) men boarded the elevator, taking up positions in each corner. Hill’s trained eye could detect clearly that they were all carrying concealed weapons: for a Communications operative, Hill's combat skills were good, but she also knew that she was on enemy territory, out-numbered and outgunned. She clutched her purse tightly, and heard the sound of her own heartbeat as if it were pounding inside her skull. At ground level, Walker tried to steer her towards the rear exit where his car was parked. “Hey – lunch is my treat,” he said, smiling at her determinedly.

“Ms Maggie Mason!” called out a commanding voice across the lobby, echoing off the marble floor and polished-concrete walls. She turned and saw Phil Coulson and Clint Barton walking towards her, their expressions cold and guarded.

“I’m Jim Carson with the IRS,” said Coulson, waving an ID badge at her. "You need to come with us, please.”

“Excuse me?” said Walker, momentarily at a loss.

“We need to ask you some questions,” said Coulson severely (and loudly) to Hill.

“Hey, she’s not going anywhere,” said Walker angrily. Three company security guards approached, but Walker hastily waved them back: the lobby was busy, with representatives from several, leading (law-abiding) clients being attended to at the reception desk.

“It’s fine,” said Hill to Walker, continuing the charade. “I’ll go – I’m sure it’s just a mistake.”

“We’ll see,” said Barton grimly, taking hold of her arm.

“What the hell?” said Walker angrily. “You’re not walking out of here.”

“You wanna be indicted for tax fraud too?” Coulson asked Walker, again in a voice that resounded across the lobby. “Please come with us, Ms Mason.” Coulson took Maria’s other arm and they ushered her out the main entrance.

“Get in!” commanded Clint, pushing her into the back of a car parked out front. He climbed in the driver’s seat, and roared into an illegal U turn before Coulson had even finished shutting the door.

“Sorry, IRS emergency!” shouted Clint at a pedestrian hurling abuse at him for dangerous driving.

“The IRS?” asked Maria as they drove. She clung to the car seat as if this would save her in the event of a crash.

Coulson turned his head and grinned at her. ‘Well, Benjamin Franklin did say that the only certainties are death and taxes. We thought we’d go for the taxes option.”

Clint drove down a series back alleys, cutting across the traffic of busy streets with a recklessness that soon shook off the two vehicles which had pursued them from company headquarters. He pulled up at a parking lot beside an old warehouse, where they transferred to a quinjet. Clint had the craft in the air before he had even yelled “Buckle up!” at them.

His seatbelt fastened, Coulson suddenly yanked Hill into an awkward, sideways hug. He pulled back. “We weren’t sure we’d get to you in time. I thought for a while you might be toast back there!” he exclaimed, his hands still gripping her arms tightly.

“Me too,” admitted Hill. “Thanks, guys!”

“You’re welcome,” said Clint, banking the plane sharply. “You should thank May too.”

“How come?” asked Hill, concentrating on information as means of controlling the after-effects of fear.

“She led the dock-yard raid,” explained Coulson. “She figured out from reading the pre-mission intel that you wrote it, and what your undercover mission must be. Then she threatened to kick Fury out of a window if he didn’t give us everything we needed to extract you before she got back.”

“You should’ve heard her: Fury had her on speaker-phone. It was awesome!” said Clint happily.

“It was pretty great,” agreed Coulson, giving her a sheepish grin.

Hill smiled. “I can imagine. So, how’s Agent Romanoff doing?” she asked, remembering the last contact she had had with May before going undercover.

“She fights even better than she did,” replied Coulson cheerfully. “It was a good idea giving her to May: she came off as a little weak and unthreatening before Melinda got hold of her!”

Maria began to laugh: she was amongst friends and she was back in the fold at S.H.I.E.L.D.. She closed her eyes and let Clint fly her home.

*

The raid on the dock yard yielded more weapons, arrests and artefacts of unknown origin than even Fury had anticipated, and he declared the undercover operation a resounding success. He ordered Hill to complete S.H.I.E.L.D.’s mandatory post-mission therapy sessions and then take a vacation.

Hill didn’t feel like a vacation, and she certainly didn’t want therapy. What she wanted was an immediate reassignment to the Hub or the Triskellion, where she would be surrounded by other S.H.I.E.L.D. agents around the clock. In fact, the idea of giving up her apartment, which she had not set foot in for fifteen months, and taking up a posting which came with a single room at the Hub held some appeal: she liked the idea of not leaving base for the foreseeable future. 

Fury, however, would not be deterred. “Hill, I don’t give a rat’s ass what you think you need. S.H.I.E.L.D. regulations require three mandatory therapy visits after all undercover operations of longer than six months. _What is more_, I am a _caring, compassionate_ commanding officer, I _understand_ your pain, and _no one_ gets to say otherwise. So you _will_ talk to a therapist if I have to kick your ass there myself and tie you to the god-damn couch. Do I make myself clear, Agent Hill?”

“Yes, _sir_!” she responded irritably. Then she grinned at him reluctantly. “I didn’t know you were such a people person, sir.”

“Well, I’m glad we have that straightened out, Agent Hill.”

Andrew Garner was smart, affable and, it turned out, also a very good therapist. Three sessions were enough for Hill to work through her desire to move back to the kind of quarters she had lived in as a trainee, and to book a vacation. ‘Melinda says hi,’ Garner told her on their first meeting, which was how she discovered that during the past year May had been swept up in a whirlwind romance with a civilian who consulted for S.H.I.E.L.D., and had married him a month ago.

Hill wasn’t sure what to make of this. Whilst Garner was intelligent, handsome and probably regarded by many women as a serious catch, she couldn’t help feeling that he was nevertheless a little mundane for the extraordinariness she associated with Melinda May. At the back of her mind she also wondered why – if Melinda was in the market for a caring, sensitive man, who understood her life and was utterly devoted to her – she hadn’t married Phillip Coulson.

When Hill returned from vacation and met May for after-work drinks, she received a few clues to this puzzle. She bought them both a bottle of Jefferson’s Bourbon to toast May’s marriage (May did not drink cocktails or champagne), and enquired about the wedding day (albeit briefly, since neither woman was really at home in this kind of conversation). Because Fury wanted Hill to head up an operation in Hong Kong, she also asked tentatively about May’s interest in possible overseas missions, and found May uncharacteristically self-conscious when it came to future plans.

“I still wanna stay in the field, but… I don’t plan on being away from home for long stretches. Andrew and I are… we’re trying for a baby.” She paused and gestured to her glass. “Probably shouldn’t be drinking too much of this…Andrew… he wants to be the one to stay home with a kid. He… doesn’t think it’s selfish to want a baby even with what we do at S.H.I.E.L.D..”

To Maria this moment spoke volumes, and she suspected that it revealed as much about Phil’s motives and feelings as it did about either Melinda’s or Andrew’s. The discovery that Melinda longed for a child did not surprise her: when she told Natasha that Agent May fought like a tigress she was remembering as much Melinda’s fierce protectiveness as she was her lethal agility. And of course the daughter of Lian May, one of the highest-ranking spies in the world, would never really consider her profession as a secret agent a serious impediment to becoming a mother. Phillip Coulson, on the other hand, was the son of a history professor and a home-maker, and it made sense that he would view service to S.H.I.E.L.D. as incompatible with parenthood. Melinda’s comment about selfishness fitted with what Maria already knew about Phil: his parents had died when he was young, he was devoted to S.H.I.E.L.D. and he had substituted his loyalty to the agency for his love of the family he had lost. She could well imagine that he saw fatherhood as one of the precious things he was required to sacrifice as part of his life-long allegiance to Strategic Homeland Intervention, Enforcement and Logistics.

Hill suspected that it was this, more than anything else, that had caused Melinda May to think herself out of love with Phil Coulson – or at least to commit herself to being in love with Andrew Garner. She felt a stab of pity for them both, as well as a dismayed impatience with Coulson, who could be frustratingly noble at times. But whatever Hill’s thoughts on the motives and choices of her friends, she couldn’t deny that Melinda seemed happy with Andrew. Hill herself had never particularly wished for a baby, and she had spent years feeling nothing whatsoever for the string of pleasant, young men her parents and grandparents introduced her to, in the conviction that each one would be ‘perfect for her.’ She told herself that she knew very little about who, and why, people chose to marry…

After Melinda and Andrew bought themselves a nice, well-appointed house in the suburbs (and invited Phil and Maria around for dinner), Hill was a little disconcerted to find that a number of her other friends seemed to want to settle down too. Barton met a pretty, young woman called Laura, who ran a flower shop and grew organic vegetables, and almost immediately after getting to know her, got her pregnant as well. “I’m gonna marry her,” he declared. “This is _the one_!”

“Oh, please,” said Victoria Hand privately, “It’ll never last.”

“Don’t say that. It _will _last,” retorted Natasha fiercely: she wanted this thing for Clint which she knew she could never have for herself.

Some time afterwards, Coulson met a pretty, young woman named Audrey, a concert cellist who came to S.H.I.E.L.D. to report a superhuman threat. (She was being stalked by a homicidal, powered individual who was obsessed with her performances.) After heroically saving her life, capturing the stalker and closing the case, Coulson waited a respectable amount of time before contacting Audrey again, and courteously asking her out to dinner.

“It’ll never last,” predicted Hand again.

“No, probably not,” admitted Natasha.

Thinking it over, Hill was inclined to agree: somehow, although Coulson always looked like an unadventurous, middle-management accountant on a commuter train, and May always looked like a gorgeous, leather-clad cat-burglar in a heist movie, it was now harder to imagine Phil living a normal, suburban life than it was Melinda. Perhaps this was because Phil had already perfected his “everyman” persona as part of his spy mission, which made it difficult for him to let people in under the façade. He had probably spent his Academy vacations lying about S.H.I.E.L.D. to his unsuspecting mother (whilst May had gone home to Lian May telling her caustic, insider-anecdotes of how Peggy Carter broke every rule in the book back in the day). Hill simply could not see how Phil would ever manage to marry a nice girl whose parents were ‘so proud’ that she studied at Juilliard, without this too becoming a part of his well-performed cover story.

Hill also knew (because she was increasingly in a position to know) that, despite Melinda’s marriage, Coulson and May were as inseparable as ever when it came to their work: Phil still requested that Melinda be assigned to partner him on missions and Melinda likewise still volunteered herself (sometimes off the record) as Phil’s extraction detail whenever she felt he was in too deep. Then one day Coulson asked that May be permitted to accompany him on a routine mission, a ‘welcome wagon’ for a powered woman who was in hiding in Bahrain…

*

Hill never read the report on what happened during the mission that prompted May to withdraw from field work, and she suspected that Fury was the only one who had. She knew that a child had died, and that after Bahrain Fury signed May’s transfer request without any protest. Hill was nearly as angry as Coulson was that Fury had made no attempt to stop her: “You’re just gonna let her take an admin job? At level_ three_? She’s _Melinda May_, for God’s sake!”

“Yes, she is,” agreed Fury calmly. “Which is why she gets to hole up and lick her wounds for a while. I’m givin’ her some time; I’m not gonna let her hide away forever.”

Melinda proceeded to cut herself off from the agents she had served with in the field: she repeatedly refused Hill’s invitations to lunch and drinks, until Hill no longer dared to invite her. She knew that Melinda still saw Phil, but not nearly as often as she had before, and only because Phil simply refused to be sent away: his nobility could be both endearing and useful at times.

Melinda left Andrew Garner, taking almost nothing with her from their pleasant, light-filled home. Perhaps motivated by guilt over this, Phil began to put pressure on Fury to set up a safe house for Clint Barton’s family. (By now Clint and Laura had a baby girl as well as a son, and after Lila was born they did in fact get married.) Barton, like Romanoff, was the type of agent whose professional enmities were apt to become personal, and he had spent time on the wrong side of the law before crossing paths with Coulson, who recruited him to work for S.H.I.E.L.D.. Barton’s methods remained rash, unconventional and highly creative: when he won, he made dangerous men look foolish, which meant that retaliations often took on the form of vendettas. Fury listened to Coulson and moved Laura and the children to a pretty, wooden cabin in New England, away from big cities and S.H.I.E.L.D. bases, but close to excellent elementary schools. “Just to be clear, I’m not gettin’ you the homestead Coulson wanted for you guys until you’re at least Level 8,” Fury told him.

“Can you imagine Barton on homestead?” commented Hand incredulously. Clint had always seemed the least responsible out of all of them, and the image of a home-owning, devoted family man was difficult to reconcile with the reckless, rule-breaking agent they all knew. 

“Never mind the homestead: can you imagine Barton being the father of _two kids_?” asked Hill.Then she added mischievously “And with the same woman, too!”

She, Romanoff and Hand (whom Fury appointed as Director of The Hub) were the only people in S.H.I.E.L.D. besides Fury and Coulson who knew about Laura and the children (and even then, Hand was not entrusted with the location of the safe house). Maria visited the New England cabin from time to time, and later she went with Phil to the homestead that Fury finally procured for Barton, after he and Romanoff agreed to sign up with the Avengers. Phil and Natasha took turns to check on Laura when Clint was away on assignment, and they were great favourites with Clint’s son, Cooper, an energetic infant, prone to ambitious climbing escapades. (Natasha once rescued him from the barn roof, although since Cooper mostly saved this kind of venture until there was someone on the premises who could easily get him down, Hill couldn’t help thinking that he was perhaps more prudent than was his grownup father.) Once, in the Bartons’ cosy kitchen, Hill watched Coulson cradle Lila in his arms, and wondered whether he would have been as happy and comfortable in the role of ‘Uncle Phil’ to the baby of Melinda and Andrew.

Seeing Clint’s children made Maria grieve all the more for what Melinda had lost, and time did not alter the fact that she missed Melinda in her small circle of friends. Coulson was now regularly partnered with Felix Blake, who seemed to Hill a very poor substitute for May. Blake was ambitious, but Hill had known many colleagues in this mould before and she knew that it was not really agents like Blake, but rather it was the risk-takers, the visionaries, who had what was needed to lead spies. Blake was not even imaginative enough to see beyond the disguise of Coulson’s outward, suit-and-tie conventionality, and he never really recognised the kinds of creative leaps that Coulson routinely made during field investigations. (Felix assumed that ‘good ol’ Phil’ was simply a less capable version of himself, and Phil was too modest – or too sly – to point out that their success-rate on missions was mostly down to him).

Hill half-suspected Fury of trying to push May back into the field with the unsuitability of this choice of partner, but May remained resolutely where she was. It was not until they told her of Phil’s resurrection that she agreed to return – at which point the simple, powerful argument that Coulson needed her succeeded in overcoming all her past resistance.

*

_The here and now…_

Melinda May never had the child she longed for, but after Coulson returned from the dead, and he and May were given a plane, a team and the license to run their own missions, Hill was at once amused and touched by the way they appeared to be building a surrogate family amongst the agents they now led.

Not content with picking the two ‘science babies’ (as Fury dubbed Ann Weaver’s star protégés, who were entirely untried in the field), on his first post-New-York case Coulson also recruited a young, homeless hacker (who was so under-qualified to be a S.H.I.E.L.D. agent that she had never even graduated high school). Undoubtedly, she was brilliant in her way, hacking into S.H.I.E.L.D.’s own systems with nothing more than a second-hand laptop, self-taught expertise and sheer, breath-taking temerity. May staunchly defended Coulson’s decision to recruit a former anarchist to a top-secret, espionage organisation, and Fury took the development philosophically: after all, S.H.I.E.L.D. was founded on a history of turning unpromising outsiders into gifted operatives, a tradition dating all the way back to the SSR and Steve Rogers himself. “It worked out okay with Barton,” remarked Fury cheerfully, and he left Coulson and May to run their missions without interference from him.

Skye (she was known only by the name she had given herself) was beautiful and biracial, which meant that she looked like the daughter Phil and Melinda might have had together if they had chosen in their twenties to save up for a home and get married, instead of save the world and defeat enemy spies. It turned out that Skye was in fact searching for her birth parents, which became clear when the recently-dead Coulson was permitted to bring his team to the conspicuous environment of The Hub. “Keep it low profile,” Hill instructed May, before one of the science babies acquired unauthorised access to a consul in a restricted area and proceeded to shoot Agent Sitwell in the chest with an experimental stun gun. (Sitwell was at first furious, but he was also unexpectedly pliable when Hill told him to let the matter drop, having recently acquired some trigger-happy protégés of his own, in the shape of the rebel kids who successfully activated a Chitauri blaster and used it for a Bonnie-and-Clyde robbery spree.)Coulson’s Agent Skye covered her tracks in terms of the secret file she was looking for, but Hill was S.H.I.E.L.D.’s Deputy Director, and she had people who knew how to unpick the covert activities of even the very best amateur hacker.

“Turns out S.H.I.E.L.D. has a redacted file on this kid,” Hill told Fury, watching his reaction carefully. “…_Which_ you already knew,” she concluded.

“Hell, yes, I knew!” exclaimed Fury, with a frustration born of his fear that the agency was slipping from his grasp. “Seems like there’s a helluva lot I _don’t_ know, but I’m not totally in the dark.”

“Far from it,” said Hill ruefully, given Fury's elaborate, secret plans to bring down the traitors in their midst. “So, Agent Skye is the daughter of a one-time HYDRA test-subject, whose survival suggests she must have extraordinary superhuman powers, and whose whereabouts are currently unknown.”

Fury raised his eyebrows. “You’ve been digging pretty deep there, Agent Hill.”

“Neither of us enjoys being in the dark,” she reminded him. Then, as she had done with her suspicions about May’s assignment aboard the Bus, she voiced her working theory out loud, to see whether she could get Fury to confirm it: “And my guess is that you agreed to Skye being on Coulson’s team, because whatever else we don’t know about Phil and his reaction to T.A.H.I.T.I., at least we know he and May aren’t traitors.”

Fury grinned appreciatively. “Director Carter once told me, after she found out that someone was digging through old files on Captain Rogers, ‘I know you’re safe as houses, Fury.’ I wouldn’t call Phil ‘safe as houses’ right now, but he’s one of us, and if this kid is the dynamite keg people think she is, he’s a good person to have looking out for her.”

*

For a time she and Fury all but lost sight of Coulson, May and their young protégés, immersed as they both were in plotting how to engineer the downfall of HYDRA within S.H.I.E.L.D.. They staged a hijacking of a S.H.I.E.L.D. vessel that Fury suspected was a covert, enemy stronghold, and with Romanoff as their Trojan horse, sent in a rescue mission. Then all hell broke loose…

HYDRA’s attempted coup came as a devastating blow to those loyal to S.H.I.E.L.D.: no one had dreamed of treachery on this scale. In some instances (such as John Garrett) Hill knew that she had always felt distrust of some kind, but there were surprises on both sides of the coin: Grant Ward was HYDRA, which she had failed to foresee; Felix Blake was not, which also went against her suspicions and expectations. (In a development that somehow amused her even amidst the horror, Sitwell’s Bonnie and Clyde turned out to be fiercely loyal to Agent Blake – who had done nothing but complain about being assigned to supervise them – and they were at once distraught when Blake was attacked by Deathlok, and determined to destroy Jasper Sitwell in revenge. Hill, who now saw that Sitwell’s championing of these two renegades had always been an attempt to recruit them to HYDRA, could not help feeling satisfaction that he should prove so ineffective as a traitor.)

Fury remained true to his word, when it came to listening out for Coulson and May in their hunt for Garrett and Ward. As a result, it was Fury who picked up the distress signal sent out by Agent Fitz from the bottom of the ocean, and it was Fury who saved the science babies’ lives, used their technology to find Coulson and supplied him with the Asgardian weapon that had once failed to kill Loki, but was more than a match for Garrett’s Centipede soldiers. Secretly, Hill felt that she would have liked the opportunity to do as Fury did – to join Coulson and May aboard their plane, share a drink with them, and explain to them why past lies had been necessary. But she was busy helping Tony and Pepper repair their lives and their business empire after Tony’s post-New-York terrors caused him nearly to destroy everything he had ever built. Fury was forgiven and gratefully thanked for saving Coulson’s protégés, whilst Hill was left with nothing more than the recriminations her friends had thrown at her in cheap motel rooms and dark, DC alleyways.

Yet there were some compensations along the path that Nick Fury had chosen for her, and not long after Hannah Maitland first smiled at her at the Guggenheim, and asked her in a shyly daring way whether she liked Kandinsky, Maria decided that now, without S.H.I.E.L.D., she might allow herself to follow this sweetly surprising route towards happiness. She took Hannah out to dinner, worked hard at her new job, and continued with whatever espionage duties Fury asked of her.

At the same time, she hoped very much that Fury was right in his conviction that May would help Coulson overcome whatever Project T.A.H.I.T.I. held in store for him. It was a lot to ask, especially given how badly May had been hurt in the past, but Maria also knew that Melinda May was stronger than most...


	3. Earth's Mightiest Heroes

**Summary for the Chapter:**

> Natasha didn’t know all that there was to tell, and some things were locked away far deeper than the files she was able to access.
> 
> No one got to hear about gravitonium. Nobody testified about GH.325 or Project T.A.H.I.T.I.; no one was told that S.H.I.E.L.D. once brought a man back from the dead. And nobody admitted that there were already new secrets to protect and keep…
> 
> (This fic tells the story of Maria Hill's friendships with Phil Coulson and Melinda May over the years. It's her take in their relationship. It's also a little bit about what it is like to be a woman working her way up through the ranks of an organisation like S.H.I.E.L.D.
> 
> I am adding character tags as they appear in the story in each chapter.)

**Notes for the Chapter:**

> Notes for this chapter:
> 
> So sorry that this one took such a long time to finish and post - lots of life started happening. Forgot to say previously, please excuse any UK spellings.
> 
> Notes for the story as a whole:
> 
> This story is in four parts. Each chapter has a 'frame' story (i.e. at the beginning and the end) that takes place later than the main sections of the fiction. Roughly speaking the frame covers various events from the start of Season One to the end of Season Two, whilst the main story covers various events from Hill's very first assignment with Coulson and May to the end of Season One.
> 
> I've done my best to make the jumps back and forward in time uncomplicated and easy to follow.
> 
> Thank you for reading. xxx

_The here and now…_

S.H.I.E.L.D. fell and when Natasha Romanoff testified before Congress, she exposed mysteries and transgressions that had remained hidden for many years. Nick Fury wanted a clean slate and exposure was one way to start over. He instructed Phil Coulson to rebuild S.H.I.E.L.D., to take his time and do it right.

“You’re the only one I trust with this,” he told him.

*

“So… you chose him and not me?” asked Maria Hill.

“Hill, it’s not like that, you know that,” argued Fury coaxingly. “I need you to be the person who knows where I am, who helps me stay vigilant. And I need you to tell our story: Coulson died – he can’t tell the truth to Congress, like you and Natasha can.”

“I see.”

“And Coulson isn’t gonna be able to do this without help. He’s gonna need a powerful ally, especially now so much of what we did is out in the open. _You’re _the only one I trust with _that_.”

Hill shook her head. “So I get to take the blame in public, whilst guarding all the secrets that keep the top man in power behind the scenes? Funny, I thought I left S.H.I.E.L.D., yet somehow my job description doesn’t seem to have changed at all.”

“C’mon, Hill. We both know you did right to take Pepper’s job. You have someone in your life now, and you’ve given everything you have to S.H.I.E.L.D. – it’s time to take something for yourself, for once.”

It was of course inevitable that even when Fury appeared to set her free, he did so on his own terms and to his own ends: she was now exactly where he wanted her, at Stark Industries, helping Pepper to protect Tony from himself. Meanwhile, behind the scenes she was also helping Coulson build new projects, and keep new secrets from the world, and from his team.

She was torn between envy that Phil was in charge of S.H.I.E.L.D (even the small, broken organisation that was all there now was), and terrible foreboding over Phil’s safety and future. She had been jealous once before when Fury had excluded her from an assignment entrusted to Coulson (back when for her T.A.H.I.T.I. was only a mysterious code word unearthed in a file), and the nightmarish guilt Phil had experienced as the leader of that particular project had nearly cost him his sanity. Of course Project T.A.H.I.T.I. might still cost him his sanity, because he had since become one of its patients, most of whom were now either deranged or dead. She remained haunted by the image of Phil begging for his own death on an operating table, his brain grotesquely exposed to the robotic probes rewriting his memories. She was also more than a little troubled by the knowledge that this was the man Fury had placed in charge of their agency.

“And what about Coulson?” she asked Fury, “He had a girlfriend in Portland before New York happened. Don’t you think maybe _he’d _ like to take something for himself too?”

“_Nah_,” Fury shook his head and chuckled. “Coulson doesn’t want a nice girl in Oregon and a quiet life. He may sometimes imagine bein’ more like his dad, but that’s not what he _really _wants. We both know that what Coulson wants is to fly around in that cool plane, with Melinda and his red corvette, pickin’ his own missions, and leadin’ his little team of misfits.”

Maria knew that it had been Melinda’s name, not Audrey’s, on Coulson’s lips as he drifted in and out of consciousness after T.A.H.I.T.I.. She smiled reluctantly. “You… you may be right,” she admitted. “But, like you said – Phil _isn’t ‘_safe as houses’.”

“He has May,” replied Fury impassively.

“Is it really fair, to expect May to carry that burden?”

“Since when was any of this about fair?” demanded Fury.

Maria shook her head, but conceded the point, nevertheless. She hesitated, then asked “How… how did you know that I’ve met someone?”

Fury grinned at her. “You _do know _I’m a spy, right?”

*

Natasha Romanoff dumped S.H.I.E.L.D’s files on the internet and told its secrets to the world. Even in the midst of all the betrayal, there were still old-school agents at the Triskellion who blamed Romanoff’s testimony as much as HYDRA’s coup for S.H.I.E.L.D.’s downfall: “Always knew she wasn’t really one of us.”

She left Coulson with a clean slate – except, of course, that Natasha didn’t know all that there was to tell, and some things were locked away far deeper than the files she was able to access.

No one got to hear about gravitonium. Nobody testified about GH.325 or Project T.A.H.I.T.I.; no one was told that S.H.I.E.L.D. once brought a man back from the dead. And nobody admitted that there were already new secrets to protect and keep…

*

_Back in the day…_

There was no denying that from the time Fury took over as Director, the kinds of things S.H.I.E.L.D did grew ever more ingenious and audacious. On Roosevelt Island the Triskellion towered resolutely above the Potomac, and everyone who worked there was in on the secret that this was the future. There were many agents with their eye on the prize as S.H.I.E.L.D flourished, although they were to find out later that not everyone was playing by the same rules…

After Melinda May transferred out of field operations, Maria Hill and Phil Coulson grew closer. Maria had always been more of a realist than an idealist, she did not collect Captain America memorabilia, and the only photograph of Peggy Carter she owned was the one Phil had given her. She did not revere S.H.I.E.L.D and its history the way Phil did, yet fundamentally she and Coulson shared the same beliefs when it came to what their agency stood for. They became strategic allies in S.H.I.E.L.D’s sometimes bitter, internal politics – even if Phil’s relentless lack of cynicism sometimes required that Hill explain the politics to him first. In a cutthroat environment of ambitious spies, in an organisation in rapid ascension, neither really expected to rise to the top. However, Coulson and Hill quickly became Fury’s chosen two, promoted swiftly through the ranks, and at once underestimated and envied by fellow agents. Their friendship, meanwhile, was cemented by a shared sense of helplessness and grief over Melinda’s silent suffering – which they each felt, but which they very rarely discussed.

They worked well together, as they found out when they jointly led the development and commissioning of S.H.I.E.L.D’s first helicarrier (a pilot project for Fury’s vision of a whole fleet of airborne command centres). Coulson was passionate and visionary when it came to the aircraft’s design, and to the recruitment of brilliant minds, whilst Hill was ruthless and exacting when it came to vetoing unrealistic proposals and managing the budget. On the helicarrier’s maiden voyage, they hugged each other in pride and celebration as they stood on the bridge, surveying the breath-taking view. Hill laughed when she heard Coulson murmur wondrously, “It _really does _fly!”

Director Fury also asked Hill and Coulson to work on the Avengers Initiative, another long-held aspiration of his which he hoped would at last take shape. Often they led on different facets of this highly classified project rather than working together, but Hill listened patiently when Coulson grumbled about being made to ‘babysit’ Tony Stark (and when he praised the brilliance and bravery of Pepper Potts). Later Coulson led S.H.I.E.L.D’s investigation when a hammer fell to Earth from the realm of Asgard (which was how he and Barton encountered Thor), whilst Hill took charge of tracking Bruce Banner from a distance as he travelled the world (which meant ensuring that there were always agents near enough to watch him, but never close enough to provoke him). Coulson and Hill dutifully reported everything back to Fury, and reserved informal anecdotes about ‘Earth’s mightiest heroes’ for each other, and for Natasha and Clint. (Maria suspected that Melinda probably got to hear a lot too).

Fury had permitted May to retain her level-7 security clearance, despite her current posting at level 3, and because of this Hill sometimes used her for assignments that were well beyond her pay grade. She asked her to assess the specialist skills of S.H.I.E.L.D agents working on top-secret projects (often alongside Coulson himself), and to scout for junior agents with the potential to work undercover. Hill knew that Coulson was grateful when May was included in this way, and that he trusted his team more when she had a hand in selecting it. Hill too had faith in May’s judgement, and when Fury and Coulson proposed that Erik Selvig be granted access to S.H.I.E.L.D.’s research facility in New Mexico, Hill brought in May to vet both Selvig and Jane Foster. May herself said little to Hill about these developments, but since she always put together exemplary reports, and teams who were impeccably briefed, Hill felt that the tasks made sense in terms of utilising May’s skill-set much more effectively than did her mundane desk job.

At the same time Hill found her own skill-set being exploited by Director Fury in unexpected ways: no longer an undercover operative, she was now one of S.H.I.E.L.D’s most visible faces, as Fury began sending her to Washington DC to represent him when he couldn’t (or chose not to) attend meetings there. Sometimes she went to formal functions, surrounded by senators, members of Congress and foreign dignitaries, but more often she sat on security task forces, advising on policy and battling for jurisdiction with other agencies. She found that she was more than capable of standing her ground with Commanders-in-Chief and directors of the FBI or the CIA, and she negotiated several, significant, strategic victories for S.H.I.E.L.D.

“That stuff is _so _not my thing,” Coulson once told her fervently, as she buckled the delicate straps of the shoes that went with her evening gown. (Hill was attending a White-House dinner that evening, where she hoped to smooth over a dispute between Fury and the US Defence Department, sparked by unconfirmed rumours that S.H.I.E.L.D proposed building an airborne mission control. Given that she and Coulson were currently reviewing upgrade-proposals for a planned second – and perhaps third and fourth – helicarrier, she knew that the occasion would involve a lot of diplomacy by omission.) Maria smiled at Phil’s relief that his presence was not required, and replied teasingly, “You don’t like wearing Italian, designer heels?” Neither of them mentioned that Phil had happily taken assignments infiltrating black-tie, embassy galas in the past, back when this meant dancing with Melinda, before sneaking away to steal top-secret intel or bug high-security offices together. Hill had seen enough of their undercover-couple routines to know that Phil enjoyed diplomatic soirées very much, when they provided him with pretexts for play-acting, flirting and adventure with Melinda May.

It was during this time that Maria found herself dating for the first time since joining S.H.I.E.L.D. Michael Kincaid was a White-House communications advisor, and the chair of a committee overseeing the financial auditing of security agencies. “You know, just because you’re saving the world doesn’t mean you get a free pass with the tax payer’s dollar,” he told her, after a heated debate where they were on irreconcilably opposing sides. “Of course it _ could _mean you get a free dinner, if you’ll go out with me sometime.” He gave her his number and a warm, winsome smile.

Most of Hill’s friends were settling down (or perhaps simply settling), and being one half of a Washington power-couple gave her useful DC networking opportunities when it came to furthering S.H.I.E.L.D’s political interests. In addition, Michael was charming, handsome and entertaining, and Maria also found that sex with him was by no means unpleasant. All of this made dating him personally and professionally expedient, and on the night they celebrated their one-year anniversary Maria knew that she cared more than she usually allowed herself to do. She was happy that they had made it this far, and she was beginning to imagine the future in surprising, new ways. Six months later in the same restaurant, she was entirely blindsided when Michael told her apologetically that he thought he might be in love with his PA (with whom he had slept several times in the last eight weeks).

Maria found herself badly bruised from this experience, and her tendency to choose such a small number of close, personal attachments in the past made her feel even more unprotected now. It was Coulson more than anyone who quietly, kindly helped her pick herself up again. He took to phoning and texting her out of hours, and he also took her for drinks at ‘Bombshells,’ which was, he told her, one of his favourite places in DC. (Thankfully, this turned out not to be the strip club Hill had horrifyingly envisaged from the name, but was in fact a second-world-war-themed bar, with walls full of photographs of P-51s and their pilots, as well as of Steve Rogers’ legendary ‘Howling Commandos’ unit.) They drank beers in a booth made of parts of an old jeep, and Phil consoled her with the opinion that Michael never really seemed good enough for her anyway.

“You think his Yale education, movie-idol good-looks and rising-star political career put him not-quite in my league?” asked Maria sceptically.

“I do,” said Phil simply, with a gentle smile. “You can do better.”

“So… how is May?” she asked then, changing the subject to one she had been wanting to broach for some time.

“Is that you segueing from out-of-Michael’s-league to out-of-_my_-league?” quipped Phil wryly. (Maria smiled, knowing that they had had this conversation before.) “May is… she’s the same.”

“I’m sure you being there for her makes a difference.”

Phil shook his head helplessly and Maria reached out and gave his hand a comforting squeeze. They talked the rest of the evening away companionably, exchanging gossip and reminisces about fellow agents, old missions and the most outrageous things they had ever witnessed Nick Fury do or say. At the end of the night she hugged Coulson and kissed his cheek, before getting into a cab he flagged down for her. “You’re the best kind of a friend, Phil,” she told him affectionately.

*

Not long after this, Hill’s faith in Phil Coulson received an unexpected blow. She was completing the budget records for the first helicarrier project (codenamed Insight One), when she came across a large, unexplained expense labelled simply ‘T.A.H.I.T.I.’. She asked Fury to explain it, but he refused. The hiding of a secret project inside a secret project seemed to justify many of the accusations of dangerous unaccountability that Kincaid had habitually thrown at S.H.I.E.L.D (and she had adamantly denied), and Fury’s outright rebuff both angered and baffled her. Then Fury told her that he had entrusted T.A.H.I.T.I. to Coulson, that her own position as S.H.I.E.L.D’s Washington liaison made it inadvisable for her to have any knowledge of the project, and that Phil was the man for this job because he had proved long ago that he had the courage, when needed, to ‘go with his gut.’

“You don’t think I know how to go with my gut?” asked Hill stung.

“I went with Coulson on this one,” said Fury uncompromisingly. By now Hill was level nine, the Commander of the S.H.I.E.L.D helicarrier, and Fury’s immediate deputy. She had assumed that her responsibilities in D.C. were a sign of how much Fury trusted her, and at no point had it ever been suggested that her political role would disqualify her from access to any of S.H.I.E.L.D’s missions. She felt tricked, suddenly seeing her public visibility not as a mark of authority but as a cover, a “pretty face,” meant to distract attention from secrets held by powerful men.

For a time, she smarted at the discovery of what seemed to be another version of the agency’s ‘boys’ club.’ Her resentment caused her to avoid Phil, which meant that she missed the onset of his crisis in confidence – and missed the opportunity to help him at precisely the point when he needed it the most. It was two months before she saw him again, and when she did, she was shocked by the change in him: his face was ashen, his eyes sunken and exhausted, his suit crumpled and his whole manner was tense, irritable and distracted.

“What’s going on, Phil?” she demanded, after he snapped at a junior agent without provocation.

“Sorry,’ he replied.

“That’s not good enough. Tell me what’s wrong.”

“I can’t. I… there’s… there’s a thing I’m working on. It’s been in development for some time, but lately...”

“Is it ‘T.A.H.I.T.I.’?”

Coulson looked startled. “I can’t say. I just… I wish… It doesn’t matter.”

He left abruptly, as if afraid he might say more. Her discovery of Coulson’s misery brought an end to her own bitterness, although she also took note of the fact that T.A.H.I.T.I., whatever it was, was not new. She began to dig around in S.H.I.E.L.D’s records, and found unexplained expenses for what she suspected was Project T.A.H.I.T.I. dating back two years.

She also kept a watchful eye on Coulson, and for a brief period it seemed as though things were improving for him. Some months after Thor’s return to Asgard, Steve Rogers was recovered from the Arctic and resuscitated, a miraculous development which left Phil awe-struck, thrilled and incredulous. Hill came across him in the grand atrium of the Triskellion lobby one morning, babbling excitedly to Melinda May.

“I actually _saw him_. I mean, he was unconscious at the time, but still – can you believe it? _Captain America found_! Found _alive. _I never thought I’d see the day!”

It was some time since Hill and May had seen each other, and longer still since any encounter that was not formal, stilted and necessitated by Hill giving May an assignment. But Phil’s happy obliviousness somehow made this particular meeting easier, and they shared amicable, indulgent smiles over his boyish enthusiasm.

“Maybe when he wakes up you two could hang out, have a playdate, braid each other’s hair…?” suggested May mischievously.

Phil gave her a mock-severe look, participating gamely in their ongoing tease. “Hey, just because _you _have the shiniest hair on the planet, that does not justify insensitivity when it comes to the trauma of male pattern baldness.”

May smiled and touched her fingers lightly to one of her own, dark locks, whilst Coulson rocked on his heels, looking pleased with himself. Hill left them to it, pondering the warmth and flirtation of this exchange: it almost felt like the old days, and she couldn’t help thinking that something must have changed since Coulson’s quiet pessimism on the night she had been to Bombshells with him. Perhaps what was different now was simply that it was Coulson, and not May, who was struggling, and May had always been more comfortable in the role of giver, rather than recipient, of help.

Three weeks later Phil was urgently called away, in the middle of a mission briefing, on business that only Fury seemed to know about. He was out of town, and out-of-communication, for so long that he missed Steve Rogers’ VIP tour of the Triskellion, and Maria was not entirely surprised when Melinda May marched unceremoniously into her office during a meeting one morning, and demanded that Commander Hill speak with her immediately. Of course the two other agents in the room _were _surprised, and Jasper Sitwell began to splutter indignantly that it was unacceptable for May to simply “barge in here.” (Meanwhile, Cameron Klein, a rookie whom Hill had recently assigned to Sitwell to train, leapt energetically from his chair with a hero-worshipful look in his eyes, and graciously offered Agent May his seat.) Hill took some pleasure and amusement from telling Sitwell dismissively that they could finish up later (whilst making a mental note to place Agent Klein with a different – better – SO as soon as possible.)

“I take it this is about Phil?” Hill asked May evenly.

“The project Coulson is working on – he’s gonna tell Fury to shut it down. You need to be the one who backs him up.”

“Has he _ told you _ about the project?”

May looked at her witheringly. “He won’t even tell me the codename. But I don’t need to know what it is, to see what it’s doing to him.”

“May,” said Hill frankly. “I don’t know what Coulson is working on either. And it might not be in my power to influence this.”

“Yes, it is,” May insisted. “If anyone can help him, you can.”

It was difficult not to feel flattered by May’s enduring faith in her. It was also clear that the conversation they were having was not appropriate between a level-3 agent and the Deputy Director of S.H.I.E.L.D, but this was the first time that Melinda May had ever asked her for anything, and Maria had no intention of reprimanding her. She also had no desire to turn her down, although unfortunately Fury’s point-blank refusal to tell her about T.A.H.I.T.I. left her doubtful that there was anything she could do.

May, meanwhile, seemed to misunderstand her hesitation, and she raised her chin determinedly. “S.H.I.E.L.D does _not _get to break Phil,” she stated, fiercely. “That is not okay. _Not __him_.”

Maria gazed back at her compassionately, before replying gently, “Melinda, you know, it was never ‘okay’ for S.H.I.E.L.D to damage _ you _ the way it did.”

May flinched and looked away. “I’m used to it,” she said simply. “Just… just help Phil. _Please_.”

“I’ll do everything I can,” Maria promised.

Hill went to Nick Fury and told him that whatever Coulson was currently doing for S.H.I.E.L.D, it was making him ill. Without any expectation that Fury would comply, she asked to be briefed on Project T.A.H.I.T.I., and was astonished when Fury acquiesced at once. He showed her video footage of Phil earnestly advocating that T.A.H.I.T.I. be shut down, and handed her all the project reports: “Tell me what your gut says,” he instructed simply.

Hill read about the development of the GH.325 serum, about the selection of human test subjects, the recovery of patients diagnosed as terminally ill, and about their subsequent mental deterioration and collapse. Coulson’s fears, hopes and devastation – his investment in the lives at stake – came across in every report he had recorded, and she understood more than she ever had before what ‘going with his gut’ meant for Phil. She also learned for the first time what was stored at the secret facility known as the ‘Guest House’ (and why Fury, with his ceaseless capacity for irony and dry wit, had given the base that name). Hill knew that there were such things as 084s, but she had never even begun to dream of this…

“So, is he right?” Fury asked.

“_Of course _he’s right. _Jesus_, Nick!”

“Still ain’t no call for callin’ me names, Agent Hill. It’s _Fury_, not ‘Nick’ (never liked the name ‘Nicholas’). We need soldiers, Hill, _heroes_. I ordered T.A.H.I.T.I., because we don’t have nearly enough right now for what’s comin’ our way in the future. We can’t afford to lose the heroes we have.”

“Fury – what is it that you think is coming?” asked Hill gravely.

Fury shook his head. “What I know is that the enemies we’re facing now are gonna seem like nothin’ compared to what’s out there.”

Hill considered this chillingly inscrutable answer. “What else, or _who _else, do we currently have ‘residing’ at the Guest House?” she asked.

“I can’t say,” said Fury uncompromisingly.

Hill phrased her next question with extreme care. “Then how many _more_ potential ‘guests’ do you know about, apart from the brothers who visited New Mexico recently from Asgard?”

Fury paused. “I’ve encountered others,” he said at last.

“Others who are… _alive_?” clarified Hill.

“There are others,” repeated Fury.

Hill took some time to process the meaning of these revelations and evasions. Fury watched her. At last she took a deep breath and said firmly, “It still has to stop, no matter what the future is you’re afraid of. This… this is making monsters, not heroes.”

“Sometimes they’re not far off the same thing,” Fury told her, and Hill had spent enough time tracking Bruce Banner to know exactly what he meant. “Shut it down, Fury,” she said quietly. “This isn’t the way.”

Fury began to gather up the reports he had given her. Then he said, “We still might need this someday. But I’m gonna shelve it right now.” He stacked the papers tidily on the desk between them.

“You ever decide to take it down off the shelf, you need to tell me,” she warned him.

“You’ll be the first to know,” he agreed calmly.

The suspension of Project T.A.H.I.T.I. made Fury consider other avenues for safeguarding the future against unknowable threats, and he stepped up research at the New Mexico facility, buying out Eric Selvig’s time from Culver University, so that he could work full-time as a S.H.I.E.L.D. consultant. Selvig’s brief was to lead an investigation into the 084 known as ‘the Tesseract,’ and if Hill and Coulson tacitly understood that attempts to harness the energy of the unknown object might one day lead to weaponising it, neither voiced any objection, knowing what they did about Fury’s belief in future threats. They were in any case a long way from controlling the Tesseract, and no one could deny that the potential for unlimited, self-sustaining, clean energy was worth pursuing. Later Hill would contemplate the irony of the chain of events she and Coulson set in motion: having insisted that T.A.H.I.T.I. was too dangerous to continue, they prompted Fury to focus instead on an alien artefact that would bring Loki back to Earth, this time with an extra-terrestrial, invading army. Their actions would lead to Phil’s murder at Loki’s hand, and to Fury reactivating Project T.A.H.I.T.I. with Phil as its test subject. This was taking T.A.H.I.T.I. down off the shelf with a vengeance…

At the time what really struck her was that Phil seemed more cheerful than he had for some time, despite the fact that his relationship with Audrey Nathan was now long-distance (she having decided to move back to her home town of Portland some months before, when Coulson’s crisis was at its worst). Coulson was now spending more time with Melinda May than at any point since the disastrous mission in Bahrain, and when Hill and Barton came across him in one of the New Mexico labs, engaged in an incongruously flirtatious telephone conversation which included mention of S.H.I.E.L.D. business, Maria had a good idea who was on the end of the line. Clint, meanwhile, had no clue, and he became increasingly indignant, at last taking the handset, snapping “Sweetheart, he’s gonna have to call you back,” before roundly taking his former SO to task for spilling the details of their secret research facility to his girlfriend. (Barton, always himself a rule-breaker, was shocked that his scrupulously discrete mentor could be guilty of such a flagrant breach of protocol.)

Phil’s face turned crimson as he gestured to the phone. “That… that wasn’t my girlfriend. It was Agent May.”

“Oh,” said Clint disconcerted (and possibly even more embarrassed than Coulson was himself).

“She’s Level 7,” Coulson pointed out, “and it’s a secure line.”

“Er, sure,” floundered Clint, “that’s fine then… sorry…”

“Thanks,” muttered Phil self-consciously, before hastily leaving the room.

“You knew that!” Barton accused Hill. “Why the hell didn’t you stop me? You should have _stopped me_!”

“Aw, but then I wouldn’t have gotten to see you both blush so prettily,” replied Hill, mischievous and entirely unrepentant.

Suddenly Clint’s face took on an expression of horrified panic. “Oh _crap_!” he exclaimed. “I just hung up on Agent May. And I called her ‘_sweetheart’_!”

Maria couldn’t help laughing. “Well, you always did like to live dangerously, Barton.”

“God - I can’t _believe _you didn’t _warn _me!”

*

_The here and now…_

They knew the possible side effects of T.A.H.I.T.I. but they did it anyway.

When Coulson discovered what they had done, they still did not warn him of what had happened to the other T.A.H.I.T.I. patients (whose suffering Phil no longer remembered). Overtaken by the events of the HYDRA uprising, Hill had no opportunity, but Fury could have spoken of it when he made Phil Director of S.H.I.E.L.D., and deliberately chose not to. (In fact, Coulson could have broached the topic himself, since he had witnessed John Garrett’s descent into megalomania, and had reason to fear for his own future. Both men remained silent, presumably because they both wanted Phil to be Director.)

By the time Hill and Coulson were once again working together (in secret, on Theta Protocol), it was she who chose not to mention it, knowing that there was very little she could say that would bring any comfort. At last, as Phil’s demeanour became increasingly feverish and sleepless, she asked him whether he was still fit to work. “I’m fine,” he told her shortly, “May’s monitoring things, like we agreed.”

Nick Fury had told her once that if anyone could fight the madness it was Phil J. Coulson and in the end he was proved right: when Grant Ward escaped to murder his own family, and Melinda May left the team to track him down, Phil cured himself of T.A.H.I.T.I.’s destructive compulsions by re-entering Centipede’s brain-wave machine, accessing his lost memories and then solving the puzzle of the lost, alien city. He was driven as much by guilt over the murder of former T.A.H.I.T.I. patients as he was his own symptoms, and he subjected himself to the torture of the machine with only his three ‘duckling’ agents to help him. Hill couldn’t help admiring the audacious tenacity of both Coulson and his inexperienced, young team, and it was ironic that it was the events triggered by the discovery of the alien city that came close to toppling Phil as S.H.I.E.L.D.’s director.

When Hill and Romanoff had testified before Congress on the fall of S.H.I.E.L.D., Maria had remarked bitterly to Natasha that they seemed to be taking the heat for mistakes made throughout the organisation, over the course of decades. Natasha, whose life was a history of untold exploitation, was philosophical:

“You’re a politician and I’m an Avenger – that makes us the public face of espionage.” Then she added, with characteristic gallows humour, “If it makes you feel any better, HYDRA had Jasper Sitwell _literally _thrown under a truck.”

Of course, in time it became clear that she and Natasha were far from the only ones to bear the brunt of S.H.I.E.L.D.’s (and Fury’s) wrecked reputation, and Coulson and his team later paid the price for inheriting what Nick Fury left behind. Hill had felt guilt over the loss of Agent Gonzales and she had grieved for Agent Weaver, whom she liked as well as respected. As it turned out, neither agent was dead, and both returned to oppose Coulson’s leadership, convinced that he was dangerously enthralled to his belief in powered people. Phil had helped found the Avengers, had allowed Agent Skye to gain seismic powers which she could not control, and was himself now the product of a monstrously dangerous scientific experiment to rival the creation of the Hulk and (Phil’s hero) Captain America. It was not hard to make a case that he was far from objective when it came to super-powered individuals, and when Phil escaped the coup against his own base, and formed an alliance with both Deathlok and Grant Ward, he did nothing to reassure the rival faction of S.H.I.E.L.D. of his rationality and trustworthiness.

Hill reflected that it was characteristic of Fury to bequeath a broken kingdom and to disappear without securing its succession. She also wondered whether Fury had foreseen, or at least been willing to risk, the results of allowing Coulson to mentor the ticking time-bomb that was Agent Skye: after all, now he had a powered player waiting in the wings, free from the scrutiny and judgement of the World Security Council or the UN. Skye could move the very earth they all stood on, and for the time being no one knew just what she was capable of...

Coulson, meanwhile, agreed that Agents Weaver, Gonzales and May should act as his advisors, having first sent the secret helicarrier built under Theta Protocol to save the people of Sokovia. This, of course, Hill knew to be characteristic of Phil: he had always been openly, disarmingly modest, whilst also quietly, stubbornly insistent on doing things his own way. May meanwhile was often the opposite: she was implacable and intimidating in public, whilst also willing in private to sacrifice all of herself for the sake of those who served with her.

*

When Hill told Nick Fury of the havoc wreaked by Ultron he was unrepentant about what the Avengers had done. Tony Stark may have been wrong, but the world still needed shielding, and if the shields sometimes destroyed as well as protected, it was a price he was willing to pay.

“Were you ever _not _ working for Fury?” Stark demanded of Hill, taking a break from his own guilt by being angry at someone else. Maria said nothing, since they both already knew the answer.

Afterwards Pepper Potts did not fire her and Hill did not stop reporting to Fury. She continued to work, and wondered whether the future was any safer now that their heroes included Vision and Agent Daisy Johnson…


	4. In the Aftermath of Battle

**Summary for the Chapter:**

> “Phil,” she said painstaking, “you died. Did it ever occur to you that we all felt terrible about that – for not stopping it, not saving you?”
> 
> Coulson looked startled. “I… no. Actually that never did occur to me. Besides, it turns out you did save me, right?”
> 
> “That’s true,” she agreed. “I guess we did.”
> 
> “I probably should’ve thanked you for that, huh?” suggested Coulson, his tone surprisingly cheerful. “I seem to remember at the time there was mostly just angry shouting.”
> 
> Hill shook her head philosophically. “It’s okay. When I found out what Fury was planning, I did a whole lot of shouting too.”

**Notes for the Chapter:**

> Notes for this chapter:
> 
> So sorry it’s been a long time since I last posted. I've been tinkering with this for weeks, and have decided it's time to let it go! This is the last chapter – thank you if you’re still with me! Also, an especially big thank you to everyone who has left comments and/or kudos. This is the longest fic I have ever posted, and the encouragement is really appreciated. 
> 
> As with previous chapters, please excuse any UK spellings.
> 
> Notes for the story as a whole:
> 
> This story is in four parts. Each chapter has a 'frame' story (i.e. at the beginning and the end) that takes place later than the main sections of the fiction. Roughly speaking the frame covers various events from the start of Season One to the end of Season Two/ start of Season Three, whilst the main story covers various events from Hill's very first assignment with Coulson and May to near the end of Season One.
> 
> I've done my best to make the jumps back and forward in time uncomplicated and easy to follow.
> 
> Thank you for reading. xxx

_The here and now…_

Perhaps it wasn’t precisely a deal with the devil, although Jemma Simmons and Leopold Fitz certainly believed it was. Maria Hill reflected that it was the kind of alliance Nick Fury would have made – a truce with Grant Ward, in order to storm a HYDRA base and uncover the whereabouts of a lost, lethal alien artefact. Nick Fury probably would not have offered Grant Ward the possibility of redemption through a new life without his old memories, but then Fury would not have entertained the idea that Ward could be redeemed. Hill suspected that Phil Coulson held out no great hope of this either, but he believed in believing in people, which meant that he needed to give Ward the opportunity to make right his sins.

Coulson discovered that Loki’s sceptre was in the possession of Wolfgang von Strucker, and that Strucker was located in a fortress just outside Novi Grad in Sokovia.

“You went to a lot of trouble to get this information,” Hill commented, when Coulson told her during one of their conference calls what he had found out.

“Yeah well, like you, I want that sceptre found,” said Coulson, and Hill couldn’t really blame him for the measures he was willing to take. It was, after all, the same alien weapon that had been used to stab him in the back.

As far as Hill was concerned, the sceptre was also a debt she and S.H.I.E.L.D. owed to the Avengers: Loki had brought it to Earth, the Avengers had acquired it in the Battle of New York, and it had been lost when HYDRA double-agents Sitwell and Rumlow took custody of it in the name of S.H.I.E.L.D.. To Hill, locating the sceptre (and telling Steve Rogers and Tony Stark where it was) was almost as much a matter of personal pride, as it was a matter of global security.

“Did Stark ever ask how you found out about Strucker’s base?” Coulson asked later, after they had deployed Theta Protocol to rescue the citizens of Novi Grad before the city fell from the sky.

“He did,” replied Hill, “I was creative. They don’t suspect anything.”

For a while Hill’s video calls with Coulson were frequent but functional, as they talked over the progress and secrecy of Theta Protocol, as well as the complications caused by Gonzales and Weaver and their rival faction of S.H.I.E.L.D.. But in the aftermath of the Battle of Sokovia, they sometimes found themselves talking simply for the sake of talking, as they each took stock of the devastating losses, and consolation of small victories, that seemed to characterise everything they sought to do. Hill felt horrified by the destruction in Sokovia, and Ultron’s death did little to assuage this, since this foe had been created, as well as defeated, by Tony Stark and the Avengers: the triumph of locating the sceptre was a hollow one given the use Tony Stark and Bruce Banner made of it. She also felt guilty that Coulson’s alliance with her had added to the already arduous burdens of leading S.H.I.E.L.D., although she somehow felt worse that Coulson’s plane had been destroyed during the raid on HYDRA’s arctic base: she suspected that May had loved the aircraft, and felt at home aboard it, even more than Coulson had.

“So… how come you never told May about Theta Protocol?” Hill asked Coulson suddenly, having no desire to talk further about Tony Stark. She wasn’t sure she really wanted to talk about Melinda May either, but Phil’s deception troubled her, as seeming unnecessary amidst all the secrets they were habitually called upon to keep.

Coulson looked momentarily startled. Then he said defensively, “You said Fury said not to tell anyone.”

“But Fury’s not in charge anymore – _you _are,” Hill pointed out. “You can tell your deputy, if you choose to.” (After all, she had been a Director’s Deputy for several years herself.) “Did you not tell her, because she didn’t tell you about T.A.H.I.T.I.?”

“I… I’d like to think I’m not that petty,” replied Phil quietly.

“Then why not tell her?”

“Why are you so interested in what May knew when?” Coulson hedged.

Hill sighed. “Believe it or not, I don’t enjoy being the one you both get to blame, when you’re keeping secrets from each other.”

“Fair point,” conceded Coulson. “It’s tough being Fury’s favourite, huh?”

“You should know, _Director_,” shot back Hill at once.

For a moment they were both silent, each staring challengingly at their screens and at each other. “Huh,” said Phil, grinning a little crookedly. “I guess this one is definitely _not _our standard, strictly-business conference call.”

Maria found herself smiling back, suddenly absurdly glad that she was talking to him, and that, despite all of their residual resentments, they could still share a joke together (even a joke about the very things that had divided them in the first place).

Then Coulson sighed. “I didn’t tell her because I wanted to build a helicarrier. I wanted to do something to help the Avengers. We’ve lost so much, and I wanted that part of the old S.H.I.E.L.D. back.”

“So why not tell her that?”

“Hill, she would never have gotten it. She wasn’t there when we built the helicarriers. You and I did that: _we _worked with the Avengers. I can’t tell her that the best thing I accomplished before we had this team was when she wasn’t there. And she wouldn’t be wrong, either – I got myself killed without her, when I was _aboard a helicarrier, helping the Avengers._I can’t exactly blame her for thinking it was kind of a career low-point for me.”

“Yeah, well,” said Hill ruefully, “I was the one who authorised a massive overspend on Project Insight to incorporate Stark’s repulsor engines, and then set all three helicarriers to blow one another out of the sky when HYDRA used our own pre-emptive strategy against us and tried to destroy our friends instead of our enemies. So I wouldn’t exactly call the helicarriers a career high-point for me, either.”

“I guess not,” agreed Coulson. Then he grinned impishly. “They were kinda cool though! I’m not sorry we built a spare one.”

“Me neither,” admitted Hill. “You really think May would have tried to stop us?”

“I don’t know,” said Coulson wearily. “I guess it was cowardly, but… I didn’t want to burden either her or me with the conversation, you know? I mean… I had to make her _promise to __shoot me_, for God’s sake… Maybe there are still a lot of old wounds that haven’t really healed...”

“Yeah,” said Maria, with feeling, and they smiled at each other again, at once melancholy and comforted.

“You know, sometimes I think maybe May’s still a little bit mad at me for dying in the first place…” Coulson said suddenly.

“Probably,” agreed Hill matter-of-factly.

Coulson let out a brief laugh. “Gee, thanks. I didn’t do it on purpose.”

“I know, Phil. But _Thor _couldn’t take out Loki, _Hulk _couldn’t take out Loki – and yet _you _still had to try?”

“I must’ve looked pretty stupid, huh?”

“No, not that,” she said at once, her voice shaking a little. Phil was quiet for a while, and Maria did not trust herself to say more.

“Sometimes… when I think about it, I feel kinda stupid,” Coulson confessed at last. “Maybe that’s why I didn’t talk to Melinda about Theta Protocol: nobody likes being told they’re not good enough to play with the big kids, right?”

Maria shook her head in frustration at him. “Phil,” she said painstaking, “_you __died. _Did it ever occur to you that we all felt terrible about that – for not stopping it, not saving you?”

Coulson looked startled. “I… no. Actually that never did occur to me. Besides, it turns out you did save me, right?”

“That’s true,” she agreed. “I guess we did.”

“I probably should’ve thanked you for that, huh?” suggested Coulson, his tone surprisingly cheerful. “I seem to remember at the time there was mostly just angry shouting.”

Hill shook her head again, philosophically this time. “It’s okay. When I found out what Fury was planning, I did a whole lot of shouting too.”

*

_The recent past…_

The weeks after Phil Coulson’s death were hellish. They watched the battle of New York from a distance, as monstrous aliens swooped down through a hole in the sky to attack and destroy them. Like everyone else, Hill was afraid, but the thought that S.H.I.E.L.D.’s own – her friends, Natasha and Clint – were in combat alongside Fury’s team of heroes, made her sick with terror: they had already lost Phil. Fury raged at the decision to launch the nuclear missile, and Tony Stark flew into space, threw the missile at the attacking fleet, and fell back to earth, battered and broken. But everyone was confident that Tony was fixable: he was Iron Man, after all.

The Avengers triumphed, and peace was restored.

The Earth still turned, although the world had changed.

At S.H.I.E.L.D. Nick Fury began a new, bureaucratic battle to gain access to the alien technology left behind in the debris of downtown New York. The US military wanted it, the Department of Damage Control wanted it, private contractors with no notion of what they were dealing with wanted it – and so did Fury and S.H.I.E.L.D.. Hill offered to help with the negotiations, but she was needed for something else, Fury told her – something he could entrust to no one else. She felt apprehensive and also gratified, but before Fury briefed her on her new mission, she knew that she needed to see Melinda May.

The small team in May’s office was milling around a TV screen when Hill arrived, watching reaction reports in the aftermath of New York. “Captain America saved my life,” gushed a bruised, breathless young waitress. “Wherever he is, and wherever any of them are, I would just – I would wanna say thank you.”

Melinda May sat by herself at her booth, mechanically stapling paperwork. She stood when she saw Maria, and half-reciprocated Hill’s hug.

“I’m glad you’re okay,” she told Hill.

“Melinda,” said Hill gently, “you haven’t been answering your phone. Why are you at work? This can all wait ’til after the funeral. You know Fury would authorise paid leave for you: you should go home.”

“And do what?” asked May tonelessly.

“Do you want to come stay with me at my apartment? You shouldn’t be by yourself just now.”

May flinched. “I’m _fine_.”

Hill went back to her own office, put in a call and then waited for Melinda to telephone her in turn.

“You called _my mother_,” came May’s dangerously flat accusation when the call came through.

“I did,” admitted Hill. “I… I didn’t want you to be alone.”

There was a silence at the other end of the line. “Thank you,” said May at last.

“How are you really, Melinda? If there’s anything I can do, please just ask.”

Another silence; when the reply came, Melinda’s voice shook. “They… they won’t let me see him. Phil… his… body. Fury said I wouldn’t want to see.”

Maria frowned, puzzled. The funeral was a long time coming, but given the strange circumstances around Phil’s death, and the casualty count after the battle, this was not surprising. However, she realised that she did not know where Coulson had been taken. She knew that his face had not been mutilated in the way that Fury’s refusal to May suggested.

“I’ll ask about that,” she promised May.

“Was… was it instant? Or… did he know it was coming?”

He had been stabbed through the back with an alien sceptre. He had bled out just long enough to fire a weapon at Loki, and to speak his dying words to Fury: his meaning had been clear even if his sentence was never finished. He had been courageous and noble and foolish all at once – an ordinary man in a suit and tie taking on a mighty deity when all the gods around him had failed. “Agent Coulson is down,” Fury had announced through the comms in her ear, and she had raced to find him, hoping it wasn’t true, though she knew it must be. Phil was slumped against a wall with his eyes half shut, as if he were about to take a nap: Maria felt humbled by him, and proud of him, and mad at him all at the same time.

“It was quick,” she told Melinda, evading a little. “He… he didn’t suffer.”

*

Fury summoned her to a briefing about her new mission. It was the angriest confrontation they ever had.

Fury told her that Coulson’s funeral was in a week’s time, that it would be small and low-key, that he himself had picked out a casket, and that Audrey Nathan had chosen the music and flowers. And that Coulson’s body would not be buried that day: Coulson was going to T.A.H.I.T.I., and Hill’s assignment was to take him there.

Hill told Fury point blank that she wouldn’t go: Project T.A.H.I.T.I. had been an abomination, Coulson had been horrified by it and had rightly shut it down. She told him that Coulson was her friend and that she would never, ever do that to Phil.

Fury roared back that she didn’t get to choose. She was a S.H.I.E.L.D. agent, god-damn-it, and she went where she was told to go, and did what she was told to do. She might be his most trusted operative, but if she ever again thought that she could refuse his direct orders she could go work on Capitol Hill, or take a safe, comfortable job in the private sector. Either she was a Level-9 S.H.I.E.L.D. agent, or she could pack her bags right now and get the hell out of _his _agency!

Hill sat dry-eyed but shaking, her fingers gripping tightly to the arms of her chair. Then abruptly Fury sat down in front of her and gently, awkwardly patted one of her hands.

“Maria, I know you care about Phil,” he said softly. “I know you are a moral person. Hell, that’s why I trust you. But I promised you that you’d be the first to know if we reactivated T.A.H.I.T.I. and I meant it. I need you on this.”

“You said you gave T.A.H.I.T.I. to Phil because he knew when to go with his gut,” she reminded him.

“And now I’m goin’ with _my _gut,” he told her. “You saw what happened in New York. You _know _how few soldiers we have who can fight that kind of fight. We need to be able to _bring our heroes back_. You’re right, Coulson stopped believing in the project: he had no faith in it; that means if we can bring _him _back _in one piece_, then we’ll _know _it works. If you can’t live with what we’re doing here, I can fix you up to work at Stark Industries – big salary, great job: Pepper Potts would take you in a heartbeat. But if you wanna be Deputy Director, you have to be the one who does _this_: these are the tough calls you’ve been trained to make. Now can you do it?”

“What if we can’t bring him back right?” she whispered.

“It’s a risk we’re gonna have to take. If anyone can figure out how to fight the madness, it’s Phil Coulson. I need you in on this, Hill. You’re the one I trust to run this show.”

She took the mission.

*

She flew to the Guest House, with Phil Coulson enclosed in a casket-like chamber in the cargo bay.

She threw up twice on the plane.

She watched as they pumped new, alien life into Coulson’s body. His lungs breathed, his limbs twitched, and the EEG measured neurones firing in his brain. He was alive again, and it was as miraculous as it was monstrous.

Then he began to speak.

Hill listened as he begged over and over and over again to be allowed to die. All the while, doctors heedlessly rewired the inside of his head. When it was over, she arranged for him to be taken to another, secure S.H.I.E.L.D. medical facility – one far away from the evidence of what had been done to him.

Maria lost weight and sleep as she waited for Phil to grow stronger. She made regular reports to Fury, mostly factual and emotionless, though occasionally cautiously optimistic. Coulson progressed from induced coma to light sedation, his reduced medication making his rest increasingly disturbed. Often she sat by his side whilst he slept; sometimes she murmured soothing words to him, as he mumbled and cried out during dreams.

Once, though his eyes remained closed, he spoke up with startling clarity: “_Melinda_’s gonna be _really pissed_,” he stated definitely.

Maria froze, and waited to see if he would wake up. (She did not want to think about how Melinda would be, after this.)

“She won’t be pissed at _you_,” she whispered at length. He slept on, his expression half-way to a smile.

She got up, went to the nearest rest room and cried huge, gasping sobs in her stall: Phil was alive and she was awestruck and happy; they had brought him back from the dead, and she was horror-struck and guilty. At last she washed her face, repaired her make-up, and went to her secure line to make another report to Fury.

*

Coulson began to have more periods of wakefulness, and Maria berated herself for being relieved every time she missed them. At last, her conscience drove her to enter the room one day when she saw on the security monitor that his eyes were open. He smiled when he saw her, looking at once sleepy, puzzled and innocently pleased.

“Hey!” he croaked.

“Hi, Phil. Do you… do you know who I am?” she asked hesitantly.

“… Course, Maria,” he slurred. “You… you’ve been in… to see me before, right?”

“I wasn’t sure you’d remember.”

Coulson squinted at her as she sat down. “You okay?” he asked her, looking confused and concerned. “Y’ don’t…” he coughed drily, “… look so good.”

His face was grey, his hair had grown patchily and stuck out at wild angles, and his now-thin body was still attached to an assortment of tubes and wires. An erratic, tearful laugh escaped her as she looked at him.

“Thanks.” she said, disguising her reaction behind sarcasm. “And I think that’s supposed to be my line.”

“Sorry,” he murmured sheepishly. “Guess ’m not ’xactly lookin’ like Capt’n ’merica myself, huh?”

“How are you feeling?” she asked gently.

“ ’m okay. An Asgardian god stabbed me, did y’ hear?” He sounded a little proud of himself, as if he had procured a really rare trading card at a knock-down price.

“Yeah, Phil. I heard.”

“Guess ’m lucky… be alive, huh?”

“Yes,” she said tonelessly.

He made a great effort to focus his eyes on her, his expression confused again. “Maria? Are y cryin’?” he asked gently. “… don’t have to be sad – ’m getting better.”

“I know. That’s good.”

“They… sent me… to Tahiti,” he offered consolingly.

“I know.”

His eyes were drifting shut. “You ever been?”

“Once… briefly.”

“ ’s a magical place, right?”

“Yes.”

She felt like she badly needed to get out of the room. She stumbled as she reached the door.

“Hey, Maria?”

It took her a moment to turn to face him. “Yeah, Phil?”

“You think they’d let Melinda stop by an’ see me? Forgot to call her…” he frowned momentarily, “from Tahiti. Would she be allowed…?”

Maria smiled gently at his sleepy but hopeful expression. “I’ll ask about that,” she promised.

Inevitably, Fury vetoed a visit from Melinda May: when Phil’s recovery was complete he wouldn’t in any case retain short-term memories of recuperation. This meant that he also wouldn’t know that Maria had been the one to supervise his treatment; he wouldn’t recall that she had sat by his bed, soothed his dreams, and been unable to hold back tears at the thought that he was lucky to be alive.

Maria knew this, but she was still shaken when, some months later, she heard Coulson talk with complete conviction about his ‘rough gig’ in a grass shack, drinking Mai Tais. He protested that he was ready for work, and told her that Tahiti was a magical place with no recollection that they had ever spoken on the subject before.

“He really doesn’t know, does he?” commented Dr Streiten grimly.

“He can never know,” replied Maria, feeling more guilty and melancholy than ever: they had brought him back from the dead, and also robbed him of months of his life. There were so many things he didn’t know, but he remembered Tahiti, a place he had never even visited.

*

“Tell. Me. Everything,” demanded Melinda May after fainting in the middle of Fury’s office. But of course they kept things from her too.

“What is it you need me to do?” May asked, her expression distant and determined, despite the solitary tear still rolling down her cheek.

They needed her to help them rebuild Phil Coulson’s life, to watch his back and keep him safe. And then they needed her to spy on him.

Agent Coulson required an assignment and Fury told Hill to find him something – Phil wanted to work, and Fury also needed proof that he was still a functioning S.H.I.E.L.D. agent, that Project T.A.H.I.T.I. really was successful. However, only a restricted number of agents at Level 7 and above knew that Coulson was even alive, and Loki’s attack on the helicarrier had been witnessed by an inconveniently large number of operatives. This meant that Coulson’s assignment needed to be low-key and out of the way, until a plausible cover-story about his death being a few-second flatline, exaggerated and exploited to unite the Avengers, could be strategically disseminated across the organisation.

It was Hill who suggested a Mobile Command Unit, similar to the one they had served in together under Fury. The memory of Coulson happily rolling dough through a pasta machine at the safe house in Lombardy, as he marvelled at how fast May chopped tomatoes (and how badly she burned onions), prompted Maria to imagine Phil building a small team around himself – his own people, whom he could instruct, protect, nurture and lead. It was May who suggested the ‘Bus’: once state-of-the-art, the now-decommissioned aircraft belonged to the realm of the S.H.I.E.L.D. memorabilia that Coulson loved so much, and Hill could see at once how well it would suit him. (She also knew that Melinda loved to fly.)

“It’s perfect,” Hill said, entertained. “It’s like the plane-version of Lola.”

Fury looked up sharply. “Tell me he’s _not _gonna want that _god-damn car _on the god-damn plane!”

“He’s gonna want the god-damn car on the god-damn plane,” said May drily. She was channelling her anger at what had been done to Coulson, and what was being asked of her, into making demands – Fury owed Coulson, and as far as May was concerned, he was going to pay off some of the debt in S.H.I.E.L.D. toys that would make Phil happy. Maria smiled: it was difficult not to hope that Melinda would get what she wanted.

“If the car’s not on the plane, then _I’m _not on the plane,” bargained May. They all knew that this was a hollow threat, but that under the circumstances, Fury would not be inclined to argue.

“Okay, you got it,” said Fury, resigned. “The plane, the car… What else?”

*

May argued that Coulson needed scientists on his team, who could monitor and treat him in the event of his deterioration. Whilst Hill privately doubted that anyone could reverse a worst-case instance of T.A.H.I.T.I. psychosis, Fury did not contradict May’s optimistic belief that Phil’s brain, having been rewired once, might be mended again in the future by S.H.I.E.L.D.’s brightest and best. He ensured that Phil would have access to the expertise Melinda wanted by telling him to pick scientists for his team who would be capable of investigating the kinds of phenomena Fury and Coulson had witnessed on their very first case together – when Coulson had first encountered the Tesseract, and when he had proven his worth to Fury by instinctively siding with him, against the orders of a compromised operative at the top of S.H.E.I.L.D.. Hill never heard the full story behind this mission, but when she asked Phil whom he wanted in his field unit, he excitedly named Melinda May, and then a biochemist and an engineer from Sci Ops, with reputations for astonishing (if also dangerous) brilliance. They were both British, and they had both only very recently applied for field-agent status.

“They have absolutely no experience _except _in laboratories,” objected Hill after she read their files. “And they’re twelve!”

May raised an eye-brow. “They’re older than _you _were on your first mission,” she reminded her. “And they fit the parameters we agreed.”

The pair were notorious amongst scientist colleagues for their genius, their mutual dependency, and their experiment-related mishaps (having recently blown up a lab, whilst successfully proving that quinjets could be powered by bio-mass cells of their own design). To Hill, none of this inspired confidence when it came to fieldwork, and after interviewing each of them, she was more convinced than ever of their unsuitability.

Jemma Simmons was wide-eyed, awe-struck and talkative: when asked whether she and Agent Fitz could be trusted to abide by the safety standards necessary for working in a lab aboard a plane, she replied with absolute conviction they could, because they had “only once caused major destruction, and there was an awfully good reason for it.” Agent Simmons explained breathlessly that she wanted to work in the field because S.H.I.E.L.D. was the “very best espionage agency ever, founded by _Peggy Carter_ no less, so why not take the opportunity to see the world and do… all sorts of exciting spy things?” (Simmons scrunched up her face at this point, like a child who could hardly wait until Christmas).

Leopold Fitz had no such adventurous aspirations, and at interview he was awkward, nervous and quiet to the point of sullen. When asked why he had put himself forward for fieldwork, his only response was “’Cos Jemma said.”

“Jemma said… what?” asked Hill only-just patiently, when it became plain that there was to be no conclusion to this explanation.

“Jemma said we should.”

Hill frowned. “Do you actually _want _the assignment, Agent Fitz?”

“Well, _yeah_,” he replied, as if this were obvious.

“And why is that?”

“Because _Jemma said_!” said Fitz, in a tone that made clear he felt he had answered the question already.

“I take it back,” said Hill to May later. “They’re not twelve, they’re nine-and-a-half! And they both failed their field assessments.”

May perused Jemma Simmons’s personnel file once again. “They have glowing recommendations from Agent Weaver,” she point out.

“I’m not questioning their scientific abilities. Just, you know, whether they’re capable of crossing the street by themselves.”

May continued to read. “We should take them,” she said at last. “They can learn, and I can watch their backs while they do. Coulson’s a born teacher: he’ll thrive on helping them.”

Maria, thinking back to her time working alongside both her friends, reflected that this observation was as much true of Melinda May as it was of Phil Coulson: she recommended the transfer of Jemma Simmons and Leopold Fitz. Fury grumbled a little before acquiescing: “They’re supposed to be the best scientists Sci Ops has,” he told Hill. “Pair of god-damn geniuses. And he wants _both _of them? When the hell did Coulson get so _greedy_?”

Resisting a sudden, rebellious urge to snap, _since we tortured him back to life using alien DNA, _Hill replied blandly, “They seem to come as a set, anyway: they’re known as ‘FitzSimmons,’ apparently.”

“Hmm,” muttered Fury. “Cute.”

In the end it was in fact Fury who persuaded a reluctant Anne Weaver to let FitzSimmons go. (He offered Sci Ops extra funding, but never contradicted Coulson’s cheerful assumption that it was his charm – and home-baking – that won the day.) Hill suspected that deep down Fury shared May’s hope in the miracles FitzSimmons might be able to work in the event of an emergency: Fury had assembled the Avengers, after all, and there was no beating that for optimistic faith in the power of unlikely saviours.

*

They recruited one more agent to be part of Coulson’s team. Fury agreed with May that they needed a second, seasoned specialist (who was also a co-pilot), and he asked Hill to vet Agent Ward for the job. When he read the glowing report Hill produced, he told her matter-of-factly that it was clear she didn’t like Grant Ward at all. Hill became defensive, having gone to considerable trouble to avoid any appearance of negative bias, given that Ward was a protégé of John Garrett.

“Hill, I can read between the lines,” Fury told her insistently. “Not that it’s hard to do, when you draw a picture of the man being _stabbed to death _on his people-skills evaluation.”

“That’s not… It’s a _porcupine_. It means he’s _prickly_.”

Fury chuckled. “He’s not the only one,” he observed.

Perhaps it was predictable, given Grant Ward’s troubled past and declaration that he only ever worked alone, that Coulson would want the agent on his team. Phil hero-worshipped Steve Rogers, he had made the intimidatingly aloof Melinda May his closest confidante, and he picked the awkward, accident-prone ‘science babies,’ just as he would later recruit Agent Skye. Always adept at fitting in himself, he was drawn to misfits and outsiders, making it his mission to bring them into the fold, and offer them an opportunity to belong.

Whilst it was true that she had not warmed to Agent Ward, Hill ultimately approved his re-assignment, since she and Fury both knew that specialists might be needed if Coulson were to succumb to T.A.H.I.T.I.’s psychosis. It was possible that someone would need to incapacitate him, or even execute him, and as Fury observed, “You don’t want too many people skills for a job like that.” Hill was relieved to feel that they were not reliant on Melinda May to take Coulson down. It was not that she necessarily believed that May couldn’t or wouldn’t do it: she was more afraid of what May might do to herself in the aftermath. Grant Ward, she reflected uncharitably, was unlikely to suffer great agonies of conscience if the worst were ever to happen.

Of course, as it turned out, Ward was not the final member of the team, since Coulson had scarcely been let lose with his plane and his unit before he recruited the exuberant – and mysterious – Agent Skye. (Hill researched Skye’s past, aware that Coulson and May were doing the same, and that Fury knew more than any of them about the young woman who had been classified when still an infant as an 084.)

Perhaps it was a sad inevitability that this reckless, young rookie would end up being shot in the line of duty, but what none of them foresaw was that Phil would use his growing knowledge of what had happened to him to heal Skye using GH.325. Usually it was Fury who took Melinda May’s classified calls, but May waited some time before reporting in after Coulson’s visit to the Guest House, which meant that Hill answered the secure line instead: “We were busy,” said May shortly, on being asked about her silence, “Where the hell is Fury?”

“_He’s _busy,” replied Hill, resorting to evasion herself, since Fury was at that moment with Natasha Romanoff, plotting the false hijacking of the HYDRA-infiltrated Lumerian Star. “And what the hell do you mean, ‘Coulson knows’? What _exactly _does he know?”

When the true scope of Coulson’s knowledge became clear, Hill was incredulous.

“You _let _Coulson give Skye the serum. That was _incredibly risky_. What in _God’s name _were you thinking?”

“I was thinking that all hell was breaking lose, and that I couldn’t tell him not to, because I’m under orders not to tell him what I know, for his own good. And I was thinking that I didn’t want Skye to be dead. What were _you _thinking, Maria?”

Hill said nothing for a moment. “I guess I was thinking similar kinds of things,” she conceded quietly. It was the closest they ever came to discussing how they truly felt about what they had conspired to do to Phil.

When Hill reported May’s news back to Fury, he took the matter calmly, observing simply, “Now we have two, new T.A.H.I.T.I. test subjects.” Then he proceeded to brief Hill on what she should do if he were to be maimed or murdered in the days and weeks ahead: they both knew that anything could happen, once they had shown their hand to HYDRA.

The next time Hill saw Nick Fury, he was lying unconscious in a hospital bed. The doctor attending him listed his injuries as a lacerated spinal column, a cracked sternum, a shattered collar bone, a perforated liver, a collapsed lung and blunt force trauma to the head.

Hill injected Fury with Tetrodotoxin B and told everyone that he was dead.

*

_Epilogue_

_The Here and Now_

Ultron was defeated, Novi Grad fell from the sky and Tony Stark tortured himself and everyone around him with his own guilt over what he had done.

Stark was coldly sarcastic with Hill for her continued, covert loyalty to Fury. Maria took Pepper’s assurances that she still had a job at face value, and that she remained a trusted and valued employee with the scepticism of a seasoned spy. She moved out of Stark Tower, and utilised one of her many aliases in order to invest in a pleasant, light-filled suburban home.

Of course, it was Melinda May who was lurking in the shadows of her front yard late one Friday evening, making her jump, despite her own habitual vigilance, and the fact that she was half-expecting May’s visit: only Fury, Pepper and Natasha knew where Maria actually lived, but recently she had paid a visit to Lian May, and suggested that Agent Romanoff might be able to help Melinda, should she ever wish drop by. She knew that Melinda had recently taken a vacation with Andrew, but that Andrew had returned alone. She also knew that Phil was worried: “I hope May comes home soon,” he let slip tellingly.

Even after all these years, May could still ambush any one of them with her cat-like stealth, and she smiled fleetingly at Maria’s startled reaction.

“Not slipping, I hope, Commander Hill,” she said.

“Not actually Commander Hill anymore, Agent May,” Hill pointed out.

“I don’t believe that. A woman like you is always in command of something,” replied May shrewdly, and Hill smiled.

Hill invited May inside and poured a class of bourbon for each of them. She asked tentatively after Andrew, but May shrugged the matter off with characteristic evasion, saying simply things were at once ‘fine’ and ‘over.’ Hill let the matter drop, recognising when May needed to pretend that she was not hurting. There were many casualties of S.H.I.E.L.D., but Melinda’s stoic suffering – at once conspicuous and inscrutable – was always peculiarly painful to witness, and Maria felt a familiar impatience with Phil Coulson: she had long suspected that he held the power to heal Melinda’s wounds far more thoroughly than he understood. She asked May whether she would be returning to the Playground.

“On my way there,” confirmed May neutrally. “By way of my mom, Romanoff and you.” She looked pointedly around the comfortable, open-plan living space, which Maria was uncomfortably aware bore some resemblance to the home Melinda had once shared with Andrew. “And since when do you live _here_?”

“Since I moved my girlfriend into Stark Tower to protect her from S.H.I.E.L.D.’s enemies, and then Tony accidentally invented a genocidal AI, who smashed up our apartment with his army of killer hench-bots.”

“That’s unfortunate,” deadpanned May. Then she asked, “Is she okay? Are you?”

“Yeah,” replied Maria, feeling at once touched and embarrassed by Melinda’s concern. “We’re good. Thanks.”

May didn’t require more information, and Hill was grateful. She did not want to share Hannah with anyone connected to S.H.I.E.L.D., feeling as if this might risk or contaminate her current happiness. Hannah was five years her junior, but Maria felt herself to be many years older in knowledge and experience: Commander Hill, Deputy Director of S.H.I.E.L.D., had lived in a world where the declared dead were secretly alive, where colleagues became enemies and murdered one another in cold blood, and where monstrous, torturous experiments had created or saved some of the best people she had ever known. Hannah, with her happy smile (and memories troubled by nothing worse than the year she once struggled with writer’s block whilst completing a PhD in art history), could not begin fathom the secrets being kept from her. Hill felt a fierce, protective determination to keep her a secret in turn: Hannah did not belong in a world where innocent young women could be shot point-blank in the stomach, or swallowed up by extra-terrestrial entities that looked like harmless, inanimate rocks.

“How is Jemma Simmons?” she asked May abruptly.

May flinched. “I don’t know the details. But she’s back, and she’s strong, much stronger than you’d imagine.” Then she demanded unexpectedly, “Do you still have that picture of Peggy Carter Phil gave you, way back when?”

“Sure,” said Hill. She got up, opened the draw to the writing desk in the far corner of the room, and took out the framed picture. She returned to May, who took the photograph and smiled at it, a little sadly.

“Simmons is a big fan of Director Carter,” May commented.

“No wonder Coulson picked her,” quipped Hill.

“Do you ever feel like we let her down?”

“Do you mean Agent Simmons or Peggy Carter?”

“Both, I guess.”

Hill was silent. Then she confessed, “All the time.”

May sighed. “Simmons and I read a lot of Director Carter’s old files at the Playground a while back. We were trying to find out about Theta Protocol, but it went deeper than that. Simmons put together a timeline of HYDRA’s infiltration of S.H.I.E.L.D.: Peggy opposed Operation Paperclip back in the day; she made sure Reinhardt was locked up, and she fell out with Howard Stark at one point because she objected to Zola having the run of Camp Lehigh.”

Hill remembered what Romanoff had told her about the deaths of Howard and Maria Stark, but said nothing: it was not her theory, after all, and given her current standing with Tony, she had no wish to be the one to bring the secret to light (or to confess that it had been kept secret in the first place).

May continued, still contemplating the photograph in her hands. “Zola created the AI version of himself in the early seventies, and he found allies, but Simmons thinks that HYDRA started recruiting big-time within S.H.I.E.L.D. in the 1990s. It was when Keller was Director, Alexander Pierce was Secretary of the World Security Council, and both Peggy Carter and Howard Stark were out of the way, that HYDRA was really able to thrive.”

Hill nodded. She replied soberly, “I’ve been thinking about that a lot lately, too. HYDRA targeted S.H.I.E.L.D. because Zola was working with Howard Stark, but also because of Steve Rogers and Peggy Carter. Rogers took down HYDRA during the war, and after the war Peggy exposed Leviathan and the Athena Club. Rogers and Carter stood for honour and heroism and Zola targeted Peggy’s agency, her legacy, in revenge.” Hill paused, and then added slowly, “At the same time, I can’t believe that S.H.I.E.L.D. is the only government, or intelligence, organisation where HYDRA took root: the many heads couldn’t keep growing without there being one helluva lot of branches and off-shoots. I don’t think it’s the way people think: we’re not the one-and-only agency which HYDRA poisoned, we’re just the _one agency _which _managed to weed HYDRA out_.”

May stared at her, her eyes wide. At last she said, “Maybe Simmons and Coulson can take comfort from that. I don’t think I can.”

“No,” agreed Hill ruefully. “It’s not a comforting thought.” Then she said, “I’m glad you’re going back, May. We need you. _Agent Simmons _and _Agent Johnson _need you.”

May said nothing. She smoothed her hand over the glass covering Peggy Carter’s picture, before handing it back.

“Obviously, Coulson needs you too,” added Hill, in a carefully light tone. “I wonder how he got hold of a signed photo of Peggy? I’m not sure I ever asked him – I’m just used to how good he is at procuring things. Scented candles, Italian pasta makers, Asgardian sceptres, secret helicarriers: you name it, he always knows how to get it!”

May raised an eyebrow at Hill pointedly. “I guess he knows how to get the right people to _help him_,” she said dryly, her voice not-quite accusatory.

“Yes, _he does_,” agreed Hill in an equally pointed tone, since no one had ever helped Coulson more than Melinda May. She reached out and poured them each another drink, before knocking her own glass musically against May’s. After a moment Melinda favoured her with a small, surreptitious smile. Maria smiled back, and hoped very much that she was forgiven.

*

Once, several years ago, Hill remarked conversationally to Fury, “Peggy Carter had kids, right? Who is she married to?”

The question was posed apropos of nothing (or perhaps apropos of Maria’s recent break up with Michael Kincaid), but Fury gave her a sharp, distrustful look, as if she had asked for nuclear launch codes (or perhaps the story of how he lost his eye).

“No one ever heard much about him. Director Carter liked to keep that side of her life separate from S.H.I.E.L.D.”

“Is he still alive?”

“He is.”

Hill remembered this exchange after May left, as she sat contemplating the photograph that Coulson once gave her – a ‘thank you’ gesture for having dragged his unconscious body clear of an explosion that nearly brought a warehouse down on top of them. Peggy Carter had apparently lived a double life, and Hill wondered how much each existence had been kept hidden from the other. Had she come home from pulling friends clear of booby-trapped buildings to attend parent-teacher conferences, and calmly eat dinner with a family who was none the wiser? Maria was not sure how a life could be lived that way over the course of decades, but she was aware that, in letting herself love Hannah, she was about to try.

Hill reflected philosophically that Melinda and Phil were both agents of S.H.I.E.L.D., that they would willingly die for each other, but that they had also repeatedly kept secrets from each other in the line of duty. Perhaps, in her life and in theirs, there would always be things that they failed to tell and failed to know; they were spies who did not always see. Nevertheless, they kept fighting the fight, and she remained hopeful for all of them – for Pepper and Tony, for Coulson’s protégés, for Hannah and herself, and for Melinda and Phil.

Despite everything, she also remained hopeful for S.H.I.E.L.D.: Peggy Carter had founded it, Coulson and May believed passionately in it, and there were still enough of the ‘right people’ pledged to uphold its legacy...

*

Hill finished her drink.

At last Hannah came back from her gallery opening, and enquired teasingly in a Humphrey-Bogart drawl what Maria was doing, sitting in the dark and staring at picture of a ‘classy, 1950s, drop-dead dame.’ Hill laughed, asked Hannah about her evening, and kissed her soundly. Then they curled up together on the sofa to eat the take-out which Hannah had brought home for the two of them to share.

*

**Notes for the Chapter:**

> i. So I went with Peggy having married Steve Rogers in this fic, although I am a fan of both the one-timeline & alternate-timeline theories. (It’s fiction – I can have my cake and eat it!) There’s a hint here that maybe Fury has his suspicions about who Peggy’s husband is, but as Hill doesn’t, I left it as just a hint.
> 
> ii. At various points in AoS, we get different suggestions about whether Phil picked FitzSimmons for his team, or whether he was set up to pick people who could help him after T.A.H.I.T.I.. I went with a bit of both here, with Fury making sure that Coulson would pick gifted scientists (by reminding him of the events in Captain Marvel), and Phil then asking around and deciding that FitzSimmons was the team for him. 
> 
> iii. So, yeah, this kind of finished with a bit of a vindication of Peggy Carter and the women of S.H.I.E.L.D.. The men of HYDRA did not, and shall not, defeat them!
> 
> Anyway, if you’re still here, thank you so much for reading until the very end!! xx


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